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ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on their part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of Minnesota Statutes, Sections 469.090 to 469.108 and the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the Authority are undertaken for the purpose of fostering the development of certain real property which for a variety of reasons is presently unutilized and underutilized, and to promote job and tax base growth in the City. Section 2.2. Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a corporation duly organized and in good standing under the laws of Minnesota, is duly authorized to transact business within the State, has the power to enter into this Agreement, and has duly authorized execution of this Agreement by action of its governing body. (b) The Developer will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Development Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or the Authority in the Project Area may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (d) The Developer will construct the Minimum Improvements in accordance with all local, state or federal energy- conservation laws or regulations. (e) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. The Developer did not obtain a building permit for any portion of the Minimum Improvements before the date of approval of the TIF Plan for the TIF District. (1) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and SJB- 258192v3 5 LN 140 -89