2025.07.07 CC Packet - Laserfiche WebLink

Home

172981943v5 6 (7) No public official of the City has either a direct or indirect financial interest in this Agreement nor will any public official either directly or indirectly benefit financially from this Agreement; (8) There is no pending or, to the City’s actual knowledge, without inquiry or investigation, threatened suit, action, or proceeding against the City before any court, arbitrator, administrative agency, or other governmental authority that challenges the City’s execution and delivery of this Agreement, the Note, and the Pledge Agreement; (9) To the actual knowledge of the City, without inquiry or investigation, the execution and delivery of this Agreement, the Note, and the Pledge Agreement will not constitute a breach of or default under any existing (a) provision of any special legislative act or charter provision relating to the establishment of the City or (b) agreement, indenture, mortgage, lease, or other instrument to which the City is a party or by which it is bound; and (10) No proceeding of the City for the issuance, execution, or delivery of this Agreement, the Note, or the Pledge Agreement has been repealed, rescinded, amended, or revoked and the Lender is entitled to rely on the same as if the same were fully incorporated herein, including without limitation, the Resolution. Section 2.2 Representations by the Borrower. The Borrower makes the following representations as the basis for its covenants herein: (1) The Borrower is a Minnesota nonprofit corporation duly incorporated and in good standing under the laws of the State of Minnesota, is duly authorized to conduct its business in all states where its activities require such authorization, has power to enter into the Loan Documents and to use the Project for the purpose set forth in this Agreement and by proper corporate action has authorized the execution and delivery of the Loan Documents; (2) The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from tax under Section 501(a) of the Code. The Borrower is not a “private foundation” as defined in Section 509(a) of the Code. Not more than five percent (5%) of the proceeds of the Note will be used, directly or indirectly, to finance or refinance property used in an unrelated trade or business of the Borrower determined by applying Section 513(a) of the Code or in the trade or business of any person other than an organization described in Section 501(c)(3) of the Code. There is no action, proceeding or investigation pending or threatened by the Internal Revenue Service or authorities of the State of Minnesota which, if adversely determined, might result in a modification of the status of the Borrower as an organization described in Section 501(c)(3) of the Code; (3) The execution and delivery of the Loan Documents; the consummation of the transactions contemplated thereby; and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the Borrower’s articles of incorporation, its bylaws, any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body