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_ _ _ __ _... <br />ART�CLE II <br />Representations and Warranties <br />Section 2.1. Represantations bv the City. The City makes the following representations as the <br />basis for the undertaking on its part herein contained: <br />{a) The City is a statutory city duly organizeci and existing undcr the laws of the State. <br />Under the provisions of the Act, the City has the power to enter into this Agreement and carry aut its <br />obligations hereunder, and execution of this Agreement has been duly, praperly and valid(y authorized by <br />the City. <br />(b) The Cify proposes to assist in iinancing certain Public Development Costs nec�ssary to <br />serve the Development Property and Minimum Irnprovemer►ts in accordance with the terms of this <br />Agreement. <br />Section 2.2. Re resentations and Wa�'anties b the Develo er. The Developer represants and <br />warrants that: <br />(a) The Develaper is a nonprofit corporation orgaz�ized and in good standing under the laws <br />of the State, is duly authorized ta transact busi�ess within the State, and has the power to enter into this <br />Agreeanent. <br />(b) The Developer will cause the Minimum Improvements to be constructed, operated and <br />mainiained in accordance with the terms of this Agreement, the Development Plan and all local, state and <br />federal laws and reguIations {including, but not Iimited #o, environmental, zoning, building code and <br />public healt� lar�vs and regulations). <br />{c) The Developer has r�ceived no notice or communication from any local, state or federal <br />oF�cial that the activities of the Deve�oper or the City in th� Project Area r►�ay be or will be in violation of <br />any environmental law or reguIation (other ihan those notices or communications of which the City is <br />aware). The DeveIaper is aware of no facts the existence of which would cause it to be in vioiation of or <br />give a.�y person a valid claim under any local, state or federal environme�ntal law, regulation or review <br />procedure. <br />(d) The Developer will construct the Minimum Improvements in accardance with all locat, <br />state or fede:ral energy�conservation laws or regulations. <br />(e} The Developer will obtain, in a timely txaanner, all required permits, Iicenses and <br />approvals, and will meat, in a timely �anner, al1 requirements of all appIicable local, state and federai <br />laws and regulations which must be obtained or met before the Minimum Improvements may be lawfuliy <br />constructed. <br />(� Neither the execution and delivery of this Agreement, the consu�x�mation of the <br />transactions contemplated �ereby, nor the fulfillment of or compIiance with the terms and conditions of <br />this Agreement is prevented, limited by ar conflicts with ar results in a breach of, the terms, conditions or <br />provisions of any corporate restriction or any eviciences of indebted�ess, agreement or insirument of <br />whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default <br />under any oi the foregoing. <br />378990v& SJB AR200-10 5 <br />