12-19-2007 Council Agenda - Laserfiche WebLink

Home Browse Search

ARTICLE 2 REPRESENTATIONS Section 2.1 Representations by the City. The City makes the following representations as the basis for its covenants herein: (1) the City is a body corporate and politic duly organized under the Constitution and the laws of the State of Minnesota and is authorized to issue the Note to refinance the Project Indebtedness pursuant to the Act; (2) in authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment and to aid in the redevelopment of areas of existing blight, marginal land and persistent unemployment; the development of industry to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; providing accessible employment opportunities for residents in the area; and provision of governmental services; (3) as of the date of Closing, the Project will be approved by the Commissioner of the Employment and Economic Development of the State of Minnesota, or the Commissioner's duly delegated designee, as tending to further the purposes and policies of the Act; (4) the issuance and sale of the Note, the execution and delivery of this Agreement and the Pledge Agreement, and the performance of all covenants and agreements of the City contained in this Agreement, the Note and the Pledge Agreement, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make this Agreement, the Pledge Agreement and Note valid and binding obligations of the City in accordance with their terms, are authorized by the Act and its home rule charter and have been duly authorized by a resolution of the goveming body of the City adopted at a meeting thereof duly called and held on December 19, 2007, by the affirmative vote of not less than a majority of its members; (5) pursuant to the Resolution, the City has authorized and directed the Lender to disburse the proceeds of the Note directly to the parties as may be entitled to payment of the Project Indebtedness, as required by this Agreement; (6) this Agreement and the Note is a program investment within the meaning of Treas. Reg. § 1.148 -1 because it is part of a governmental program in which (a) the program involves the origination or acquisition of purpose investments, (b) at least 95 percent of the cost of the purpose investments acquired under the program represents one or more loans to 501(c)(3) organizations, (c) at least 95 percent of the receipts from the purpose investments are used to pay principal, interest or redemption prices on issues that financed the program, to pay or reimburse administrative costs of those issues or of the program, to pay or reimburse anticipated future 2110583v4 5 - 2 3 -