Development & Cost Recovery Agreement (Final) the City to enter into and carry out the transactions described in or contemplated by the execution,
delivery,validity or performance by the City of the terms and provisions of this Agreement.
D. Governmental or Corporate Consents. No consent or approval is required to be obtained
from, and no action need be taken by, or document filed with, any governmental body or corporate entity
in connection with the execution and delivery by the City of this Agreement.
E. No Default. No default or City Event of Default has occurred and is continuing, and no
event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would
constitute a default or an event of default in any material respect on the part of the City under this
Agreement.
Section 2.02. Representations of the Developer.
The Developer makes the following representations and warranties, which are true and correct on
the date hereof:
A. Due Authority. The Developer has all necessary power and authority to execute and
deliver and perform the terms and obligations of this Agreement and to execute and deliver the documents
required of the Developer herein, and such execution and delivery has been duly and validly authorized
and approved by all necessary proceedings of the Developer. Accordingly,this Agreement constitutes the
legal valid and binding obligation of the Developer,enforceable in accordance with its terms.
B. No Defaults or Violation of Law. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of the terms and conditions
hereof do not and will not conflict with or result in a breach of any of the terms or conditions of any
corporate or organizational restriction or of any agreement or instrument to which it is now a party, and
do not and will not constitute a default under any of the foregoing.
C. No Litigation. No litigation,proceeding or investigation is pending or, to the knowledge
of the Developer, threatened against the Improvements, the Developer or any officer, director,member or
shareholder of the Developer. In addition, no litigation, proceeding or investigation is pending or, to the
knowledge of the Developer, threatened against the Developer seeking to restrain, enjoin or in any way
limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or
adversely affect the existence or powers of the Developer to enter into and carry out the transactions
described in or contemplated by the execution, delivery, validity or performance by the Developer, of the
terms and provisions of this Agreement.
D. No Material Change. (1) The Developer has not incurred any material liabilities or
entered into any material transactions other than in the ordinary course of business except for the
transactions contemplated by this Agreement and (2)there has been no material adverse change in the
business, financial position, prospects or results of operations of the Developer, which could affect the
Developer's ability to perform its obligations pursuant to this Agreement.
E. Governmental or Corporate Consents. No consent or approval is required to be obtained
from, and no action need be taken by, or document filed with, any governmental body or corporate entity
in connection with the execution, delivery and performance by the Developer of this Agreement, other
than Permitted Subsequent Approvals.
F. No Default. No default or Developer Event of Default has occurred and is continuing,
and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both,
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