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<br />The Developer acknowledges that nothing contained in the Grant Agreement or this Agreement, nor any act of the
<br />Commissioner or the City shall be deemed or construed to create any relationship or third-party beneficiary, principal
<br />and agent, limited or general partnership, or joint venture, or of any association or relationship involving the
<br />Commissioner.
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<br />Section 10.2. Representations and Warranties. Developer warrants and represents, in connection with the Grant and
<br />for the benefit of the Conurdssioner and the City, that:
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<br />(a)
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<br />Representations, statements, and other matters provided by the Developer relating to those activities of the
<br />Project to be completed by the Developer, which were contained in the Grant Application, were tree and
<br />complete in all material respects as of the date of submission to the City and that such representations,
<br />statements, and other matters are tree as of the date of this Agreement and that there are no adverse material
<br />changes in the financial condition of the business.
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<br />(b) To the best of the Developer's knowledge, no member, officer, of employee of the City, or its officers,
<br /> employees, designees, or agents, no consultant, member of the governing body of the City, and no other public
<br /> official of the City, who exercises or has exercised any functions or responsibilities with respect to the Project
<br /> during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the
<br /> proceeds thereof, for work to be performed in connection with the Project or in any activity, or benefit
<br /> therefrom, which is part of this Project.
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<br />(c) The Developer acknowledges that the Commissioner, in selecting the City as recipient of the Grant, relied in
<br /> material part upon the assured completion of the Project to be carded out by the Developer, and the Developer
<br /> assures the City that said Project will be carded out by the Developer.
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<br />(d) The Developer warrants that to the best of its knowledge, it has obtained all federal, state, and local
<br /> governmental approvals, reviews, and permits required by law to be obtained in connection with the Project.
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<br />(e)
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<br />The Developer warrants that it shall keep and maintain books, records, and other documents relating directly
<br />to the leveraged funds and that any duly authorized representative of the Commissioner shall, at all reasonable
<br />times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other
<br />documents of the Developer, respecting the MIF Grant, until the completion of all closeout procedures and the
<br />final settlement and conclusion of all issues arising out of the grant.
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<br />(t)
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<br />The Developer warrants that no transfer of Loan proceeds by the City to the Developer shall be or be deemed
<br />an assignment of the Loan proceeds and the Developer shall neither succeed to any rights, benefits, or
<br />advantages of the City under the Grant Agreement, nor attain any right, privileges, authorities, or interest in or
<br />under the Grant Agreement.
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<br />(g)
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<br />The Developer warrants that it has complied in all material respects with all applicable state and federal laws
<br />pertaining to its business and will continue said compliance throughout the terms of this Agreement. If at any
<br />time notice of noncompliance is received by the Developer, the Developer agUe, es to take any necessary action
<br />to comply with the state or federal law in question."'
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<br />ARTICLE 11
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<br /> OTHER SPECIAL CONDITIONS
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<br />Section 11.1. Antitrust. Developer hereby assigns to the State of Minnesota any and all claims for overcharges as
<br />to goods and/or services provided in connection with this contract resulting from antitrust violations which arise
<br />under the antitrust laws of the United States and the antitrust laws of the State of Minnesota.
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