4.7 SR 01-02-2018 - Laserfiche WebLink

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ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations by the City. The City makes the following representations as the basis for the undertaking on its part herein contained: (a) The City is a municipal corporation and political subdivision duly organized and existing under the laws of the State. Under the provisions of the Act, the City has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the City are undertaken to foster the development of certain real property which for a variety of reasons is presently underutilized, to create increased tax base in the City, and to stimulate further development of the City as a whole. (c) The City will use its best efforts to facilitate development of the Developer's Minimum Improvements, including but not limited to cooperating with the Developer in obtaining necessary administrative and land use approvals and construction financing pursuant to Section 7.1 hereof. (d) No Councilmember of the City, or officer of the City, benefits financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. Section 2.2. Representations and Warranties by Developer. Developer represents and warrants that: (a) The Developer is a Minnesota limited liability company duly organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its articles of organization, operating agreement or bylaws or, to the best of its knowledge, the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its members. (b) If Developer acquires the City's Property in accordance with this Agreement after the satisfaction of the conditions set forth in Section 3.4 hereof, Developer will construct, operate and maintain the Developer's Minimum Improvements, or cause the same to be constructed, operated and maintained, in accordance with the terms of this Agreement, 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 written notice or communication from any local, state or federal official that the activities of Developer or the City in the Project Area would be in violation of any environmental law or regulation. Developer is aware of no facts the existence of which would cause the Developer's Minimum Improvements Property to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. 6 512017v5 JSB BL185-52