8932-17 Authorize three-year loan to Western Reserve Distillers

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any assessments levied against Borrower or its personal or real property by any federal, state, or local taxing agency. The Internal Revenue Service, or any other federal, state, or local taxing agency, has not asserted any tax liability against Borrower for taxes materially in excess of those already provided for, and Borrower knows of no basis for any such deficiency assessment. Section 3.08 No Adverse Change Since the date of application for the Loan, there has been no material and adverse change in the financial condition, organization, operation, business prospects, fixed assets, or personnel of Borrower. Section 3.09 Material Fact No representation or warranty contained or made in this Agreement, and no certificate, schedule, or other document furnished or to be furnished in connection with this Agreement contains or will contain a misstatement of material fact or omits or will omit to state a material fact required to be stated herein or therein. Section 3.10 Prohibition of Conflict of Interest No individual who is an employee, officer, agent, consultant of the City, an elected public official, member of the City Council or appointed City public official, who exercises or has exercised any functions or responsibilities with respect to any activities that are connected with this Project or who is in a position to participate in a decision - making process or to gain inside information with regard to the Project, may obtain a personal or financial interest or benefit from the Project. Nothing in this section shall prevent an individual connected with the Project from acting on a board which acts only in an advisory capacity, if that individual's connection to the Project is made known to the advisory body so that the advisory body may take action to address any conflict, including committee assignment, voting privileges, or attendance at meetings involving issues which may affect the Project. Also, the aforementioned individuals shall not have an interest in any contract, subcontract, or agreement with respect thereto, or in the proceeds thereunder, either for themselves or those with whom they have family or business ties. The above restrictions shall apply to all activities comprising the Project, and shall cover any such interest or benefit during or at any time after, such person's tenure and for one year thereafter. Section 3.11 Full Understanding and Voluntary Acceptance Borrower represents that Borrower has had reasonable opportunity in the negotiation of this Agreement. Therefore, in any construction of this Agreement, the Agreement shall not be construed against any party on the basis that the party was the drafter. Page 8 of 19