Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC is an Iowa limited liability company, duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. b. This Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxxx and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer has not received any notice from any local, State or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development Gateway Hotel, LLC is an Iowa limited liability company, company duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. b. This Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. g. Developer expects that the construction of the Minimum Improvements will require a total investment of approximately $11,300,000. h. Developer has not received any notice from any local, State or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. j. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28June 1, 20222020. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment incentives provided to the Developer by the City of the incentives being made to Developer pursuant to this Agreement. m. Developer will not seek to change the current land assessment category, or the zoning classification, of the Development Property or the Minimum Improvements between the date of execution of this Agreement and the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC (a) The Developer is an Iowa a limited liability company, company duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. b. (b) This Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxxx the Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ rights generally. c. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, conditions or provisions of the governing documents articles of organization of the Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. (d) There are no actions, suits, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. e. (e) The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) The construction of the Minimum Improvements will require a total investment of not less than $51,000,000. (h) The Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. (i) The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. (j) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The Developer expects that, barring Unavoidable Delays, the Minimum Improvements Improvement will be substantially completed by February 28March 1, 20222005. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. (l) The Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives Economic Development Grants being made to the Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC Xxxxxxx Xxxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx Revocable Trust Dated December 18, 2020 is an Iowa limited liability company, a revocable trust duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. b. This Agreement has been duly and validly authorized, executed executed, and delivered by Xxxxxxxxx and, assuming due authorization, execution, and delivery by the CityCity and Tenant, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. The Developer’s attorney shall provide an enforceability opinion in substantially the a form attached as Exhibit F to be signed concurrently with this Agreement. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), ) or financial position, or results of operations position of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State State, or federal official that the activities of Developer or Tenant with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State State, or federal environmental law, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or and acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. i. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. j. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28December 31, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. k. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives Economic Development Grants being made to Developer pursuant to this Agreement. l. Developer will not seek to change the current land assessment category, or the zoning classification, of the Development Property or the Minimum Improvements prior to the Termination Date. m. Developer agrees to permit the Tenant to occupy the Minimum Improvements on the Development Property and operate its business therein until at least the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC x. Xxxxx Construction and Development, Inc. is an Iowa limited liability companycorporation, duly organized and validly existing under the laws of the State of IowaState, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. b. This Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ ' rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, conditions or provisions of the governing documents of the Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of or operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s 's ability to perform its obligations under this Agreement. e. The Developer will cause the Public Improvements and Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. f. The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Public Improvements and Minimum Improvements may be lawfully constructed. g. The Developer will dedicate (i) the Public Improvements and (ii) all rights-of-way in the Development Property, if any, to the City upon acceptance by the City. h. The Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements and Public Improvements in accordance with the Construction Plans contemplated in this AgreementAgreement and the performance and maintenance bonds required under Section 6.8 hereof. j. The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements or Public Improvements. k. The Developer expects that, barring Unavoidable Delays, construction of the Minimum Public Improvements will shall be completed by February 28complete on or before December 31, 20222020. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. The Developer would not undertake its obligations under this Agreement without the potential for payment by the City of the incentives Economic Development Grants being made to the Developer pursuant to this Agreement. m. Developer will not seek to change the current land assessment category, or the zoning classification, of the Development Property or the Minimum Improvements during the term of this Agreement. n. Developer agrees to plant no fewer than two (2) native trees being of 1” caliper or greater on each developed lot and shall leave all vegetation intact in common areas. o. Developer agrees to maintain all ingress and egress to and from the Development Property accessible to emergency vehicles and shall keep all areas clear of any and all p. Developer agrees to maintain the entire Development Property including, but not limited to, mowing of grass and vegetation at all times until each developed lot is sold as hereinafter permitted.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC a) Xxxxxx Properties, L.L.C., is an Iowa limited liability company, duly organized and validly existing under the laws of the State of Iowa, Iowa and it has all requisite power and authority to own develop, own, and operate its propertiesthe Project, to carry on its business as businesses now conducted and as presently proposed to be conducted, and to enter into and to perform its obligations under the this Agreement. b. b) This Agreement has been duly and validly authorized, executed executed, and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and validly legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting effecting creditors’ ' rights generally. c. c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or nor do they result in a violation or breach of, of the terms, conditions, terms conditions or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. d) There are no actions, suits, lawsuits,or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in for which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer Developer, or which in any manner raises any questions affecting the validity of the this Agreement or Developer’s ability to perform its obligations under this Agreement. e. e) Developer has not received any notice from any local, State state, or federal official that the activities of Developer with respect to that the Development portion of Developer’s Property may to be dedicated to the City as public right-of-way pursuant to this Agreement or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has been previously been notified in writing). Developer is not currently aware of any State state or federal claim filed or planned to be filed by any party relating to any violation of any local, State state or federal environmental law, regulation or review procedure applicable to the Development PropertyProject, and Developer is not currently aware of any violation of any local, State state, or federal environmental law, regulation or review procedure which would give any person a valid claim under any State state or federal environmental statute with respect thereto. f. f) Developer shall cooperate with will have good and marketable title to the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing proposed Right-of- Way for the Washington Street Connection Project in an amount sufficient, together with equity commitments, for conveyance of a Warranty Deed to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this AgreementMarshalltown.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC The Developer is an Iowa limited liability company, company duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. b. This Agreement has been duly and validly authorized, executed executed, and delivered by Xxxxxxxxx the Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, or provisions of the governing documents of the Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of or operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. e. The Developer will acquire the Development Property and thereafter cause the Minimum Improvements to be constructed thereon or complete Demolition, as the case may be, in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State, and federal laws and regulations. f. The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or before Demolition occurs. g. The Developer has not received any notice from any local, State State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. i. The Developer expects that, barring Unavoidable Delays, construction of the Minimum Improvements shall cooperate with the City in resolution of any trafficcommence no later than July 1, parking2021 and completed by December 31, trash removal, or public safety problems which may arise in connection with 2022. If the construction of the Minimum Improvements is not pursued by Developer, then, barring Unavoidable Delays, Demolition shall be commenced no later than July 1, 2021 and operation of the Development Propertycompleted by February 1, 2022. g. j. The Developer shall cause anticipates that the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than approximately $6,000,000. j. 3,500,000. Developer has firm commitments for construction or acquisition and permanent financing for anticipates that the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreementcosts of Demolition will exceed $400,000. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. The Developer would not undertake its obligations under this Agreement without the potential for payment by the City of the incentives Blight Remediation Grants being made to the Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC The Developer is an Iowa limited liability company, company duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. b. This Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxxx the Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, of the terms, conditions, or provisions of the governing documents of the Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial positionposition or results, or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. e. The Developer will cause the Project to be constructed on the Development Property in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws, ordinances, and regulations. f. The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements or Infrastructure Improvements may be lawfully constructed. g. The Developer has not received any notice from any local, State State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. h. The Developer shall has firm commitments for construction the Project in an amount sufficient, together with equity commitments, to successfully complete the Project. i. The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements Project and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000Improvements. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. The Developer expects that, barring Unavoidable Delays, construction of the Minimum Phases of the Infrastructure Improvements shall be completed on or before the respective dates set forth in Section 3.3(a). k. Developer anticipates that the construction of the Infrastructure Improvements will be completed by February 28, 2022cost approximately $1,200,000. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. The Developer would not undertake its obligations under this Agreement without the potential for payment of Economic Development Grants by the City of to the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post a) Prime Development LLC Group, LLC, is an Iowa limited liability company, duly organized and validly existing under the laws of the State of Iowa, Iowa and it has all requisite power and authority to own develop, own, and operate its propertiesthe Project, to carry on its business as businesses now conducted and as presently proposed to be conducted, and to enter into and to perform its obligations under the this Agreement. b. b) This Agreement has been duly and validly authorized, executed executed, and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and validly legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting effecting creditors’ rights generally. c. c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or nor do they result in a violation or breach of, of the terms, conditions, terms conditions or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. d) There are no actions, suitslawsuits, or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in for which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer Developer, or which in any manner raises any questions affecting the validity of the this Agreement or Developer’s ability to perform its obligations under this Agreement. e. e) Developer has not received any notice from any local, State state, or federal official that the activities of Developer with respect to that the Development portion of Developer’s Property may to be dedicated to the City as public right-of-way pursuant to this Agreement or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has been previously been notified in writing). Developer is not currently aware of any State state or federal claim filed or planned to be filed by any party relating to any violation of any local, State state or federal environmental law, regulation or review procedure applicable to the Development PropertyProject, and Developer is not currently aware of any violation of any local, State state, or federal environmental law, regulation or review procedure which would give any person a valid claim under any State state or federal environmental statute with respect thereto. f. f) Developer shall cooperate with will have good and marketable title to the City in resolution proposed Right-of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or acquisition and permanent financing Way for the South Sixth Street Connection Project in an amount sufficient, together with equity commitments, for conveyance by Warranty Deed to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this AgreementMarshalltown.