5.1. HRSR 12-06-2004 - Laserfiche WebLink

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• ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the City. The City makes the following representations and warranties: (a) The City is a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota with the authority to enter into this Agreement and carry out its obligations hereunder. (b) The City has taken all action necessary to create the Development District and the Tax Increment District, to adopt and approve the Development Program and Tax Increment Plan, to approve this Agreement, and to authorize the execution and delivery of this Agreement, and any other documents or instruments required to be executed and delivered by the City pursuant to this Agreement. (c) The City has elected in the Tax Increment Plan to retain 100% of the captured net tax capacity of the Development Property to finance permissible expenditures under the Tax Increment Act, and has elected that the duration of the Tax Increment District will be the maximum duration permitted by the Tax Increment Act. (d) The execution, delivery and performance of this Agreement, and any other documents or instruments required pursuant to this Agreement by the City does not, and • consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not, conflict with or constitute on the part of the City a breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument to which the City is a party or by which the City or any of its property is or may be bound, or (ii)legislative act, constitution or other proceeding establishing or relating to the establishment of the City or its officers or its resolutions. (e) There is not pending, nor to the best of the City's knowledge is there threatened, any suit, action or proceeding against.the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (f) No member of the City Council of the City or officer of the City, has either a direct or indirect interest in this Agreement within the meaning of Minnesota Statutes, Sections 412.311, as amended, or any successor statute. (g) There are no purchase agreements or leases affecting the Jackson Block Property, other than leases which shall be terminated prior to the conveyance of the Jackson Block Property to the Developer, with any person other than the Developer, and the City will not enter into any such agreements. • 1674205v8 12