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DRAFT <br /> 4.15.2004 <br /> • 1 <br /> G. Were it not for the assurances and covenants hereinafter provided, the City would <br /> not construct the Improvements without such notices and hearings and is doing so solely at the <br /> behest, and for the benefit of,the Developer. <br /> Agreement <br /> In consideration of each party's promises as set forth in this Agreement,it is mutually agreed <br /> as follows: <br /> ARTICLE ONE <br /> REPRESENTATIONS AND WARRANTIES <br /> 1.01. City Representations and Warranties. The City makes the following representations as the <br /> basis for the undertakings on its part contained herein: <br /> A. The City is a municipal corporation under the laws of Minnesota. <br /> B. The City has the right, power and authority to execute, deliver and perform its <br /> obligations under this Agreement. <br /> 0 1.02. Developer Representations and Warranties. The Developer makes the following <br /> representations as the basis for the undertakings on its part contained herein: <br /> A. The Developer is a Minnesota limited liability company. <br /> B. The Developer has the right,power and authority to execute, deliver and perform its <br /> obligations under this Agreement. The Developer assures the City that the individuals who execute <br /> this Agreement on behalf of the Developer are duly authorized to sign on behalf of the Developer <br /> and to bind the Developer thereto. <br /> C. The Developer is not in default under any lease, contract, or agreement to which it is <br /> a party or by which it is bound which would affect its performance under this Agreement. The <br /> Developer is not a party to or bound by any mortgage, lien, lease, agreement, instrument, order, <br /> judgment, or decree which would prohibit the execution or performance of this Agreement by the <br /> Developer or prohibit any of the transactions provided for in this Agreement. <br /> D. The Developer has complied with and will continue to comply with all applicable <br /> federal, state and local statutes, laws, ordinances and regulations including, without limitation, any <br /> permits, licenses and applicable zoning, environmental, or other laws, ordinances, or regulations <br /> affecting the Property or the Improvements. The Developer is not aware of any pending or <br /> threatened claim of any such violation. Without limitation of the foregoing, the Developer <br /> iiexpressly acknowledges and agrees that Developer has and shall at all times comply with each <br /> SJR-245249v4 <br /> MU205-29 <br /> E-2 <br />