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WHEREAS, the City is willing to negotiate exclusively with Redeveloper until March 31, 2005, provided certain deadlines and obligations described below are met. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: Re�resentations b� Redevelo�er. Redeveloper represents and warrants that: (a� Redeveloper is a corporation organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its articles of incorporation and bylaws or the laws of said State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of the board of directors. (b� There are no pending or threatened legal proceedings ofwhich Redeveloperis aware which, if successfbl, would threatenthe economic viability of Redeveloper or the validity or enforceability of this Agreement or which would restrain or enj oin the transactionscontemplated by this Agreement. (�� 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 conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. 2. Re�resentationsbv the Citv. The City represents and warrants that: (a� The City is a public body corporate and politic with all the powers of a city and a port authority duly organized and existing under the laws of the State of Minnesota. The City has the power to enter into this Agreement and carry out its obligations hereunder and has duly authorized the execution, delivery and performance of this Agreement by action of its City Council. (b� The City shall use reasonable efforts to obtain all federal, state, and regional land use, environmental or other regulatory approvals necessary to implement the redevelopmentof the Redevelopment Area. (�� There are no pending or threatened legal proceedings of which the City is aware which, if successfbl, would threaten the economic viability of the City or the validity or enforceability of this Agreement or which would restrain or enj oin the transactionscontemplated by this Agreement. 3. Preliminarv Nature of A�reement. (a� The City and Redeveloper agree that this Agreement is intended to be preliminary in nature. Before the City and Redeveloper can make a decision on whether to proceed �