07-23-2003 Council Agenda - Laserfiche WebLink

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(e) The EDA has approved this Agreement and the Purchase Agreement and has authorized its President and Secretary to execute and deliver this Agreement and the Purchase Agreement and any other documents or instruments the EDA is required to execute and deliver pursuant to this Agreement or the Purchase Agreement. (f) Neither the EDA's execution and delivery of this Agreement and the Purchase Agreement, the EDA's consummation of the transactions this Agreement and the Purchase Agreement contemplate nor the EDA's fulfillment of and compliance with the terms and conditions of this Agreement and the Purchase Agreement is prevented or limited by or conflicts with or results in a breach of the teu uis, conditions or provisions of any evidence of indebtedness, agreement or instrument of whatever nature to which the EDA is now a party or by which the EDA is bound, or constitutes a default under any of the foregoing. (g) The EDA does not have actual notice of any legal proceedings pending or threatened against the City or the EDA that relate to the Development Property. (h) The EDA currently holds the $200,000 "Restricted Fund" described in the Stipulated Settlement Agreement and will continue to hold and disburse the "Restricted Fund" and accrued interest pursuant to the terms of the Stipulated Settlement Agreement. (i) The EDA has substantially complied with Section 3(A) and 3(B) of the Stipulated Settlement Agreement. (j) The EDA has used all reasonable efforts to obtain additional funding sources (including redevelopment grants) for the environmental remediation required with respect to the Minimum Improvements, and no other additional funding sources are available. 4.2. Representations of the Developer. The Developer makes the following representations to the EDA: (a) Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Minnesota. (b) Developer has the power and authority to execute this Agreement and the Purchase Agreement and perform each of its obligations under this Agreement and the Purchase Agreement. (c) Developer has taken all actions necessary to authorize George E. Sherman to execute and deliver this Agreement and the Purchase Agreement and to authorize the Developer's performance of its obligations under this Agreement and the Purchase Agreement. (d) George E. Sherman's execution of this Agreement and the Purchase Agreement and delivery of this Agreement and the Purchase Agreement to the EDA, in his capacity as President of Developer, constitute the due execution and delivery to the EDA of this Agreement and the Purchase Agreement, and upon such execution and -7-