7.5 SR 06-17-2024 - Laserfiche WebLink

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hereunder, and no modification or amendment of this guaranty shall be effective unless the same is in writing duly executed by the City, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of the City or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the Guarantor, has been received by the City; provided, no revocation of this guaranty shall affect in any manner any liability of the Guarantor under this guaranty with respect to Indebtedness arising before the City receives such written notice of revocation, and the sole effect of revocation of this guaranty shall be to exclude from this guaranty Indebtedness thereafter arising which is unconnected with Indebtedness theretofore arising or transactions theretofore entered into. Any invalidity or unenforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this end the provisions of this guaranty are declared to be severable. This guaranty shall bind the Guarantor and the heirs, representatives, successors and assigns of the Guarantor, and of each of them respectively, and shall benefit the City, its successors and assigns. This guaranty shall be governed by and construed in accordance with the laws of the State of Minnesota. Agrees that the City shall not be required to first resort for payment to the Developer or any other person, corporation or entity, or their properties or estate, or any other right or remedy whatsoever, prior to enforcing this Guaranty. Agrees that this Guaranty shall be construed as a continuing, absolute, and unconditional guaranty without regard to (1) the validity, regularity or enforceability or the Obligations or the disaffirmance thereof in any insolvency or bankruptcy proceeding relating to the Developer; or (2) any event or any conduct or action of the Developer or the City or any other party which might otherwise constitute a legal or equitable discharge of a surety or guarantor but for this provision. The Guarantor is an owner of the Developer and the Guarantor acknowledges and agrees that the Indebtedness is being utilized by the Developer to finance the acquisition of certain property in the City (the "Property"), to construct an industrial warehouse facility for Heritage Millwork, Inc., a Minnesota corporation, and such acquisition, business improvements and relocation will materially financially benefit the Guarantor and, therefore, the Guarantor's obligations under this Guaranty are proper, valid and enforceable. The Guarantor agrees to deliver to the City: (1) on or before the earlier of thirty (30) days after its completion or one hundred twenty (120) days following each calendar year, the signed personal financial statement of the Guarantor, in a form acceptable to City and dated as of December 31st of the immediately preceding year, which financial statement presents the financial condition (including all guaranty and other contingent obligations) of the Guarantor as of such date; and (ii) as soon as available, but in no event later than their required filing, the federal income tax return, including all schedules and forms, for the applicable year for the Guarantor. In addition, Guarantor agrees with reasonable promptness, to provide to City such further information regarding the business, operations, affairs and financial and other condition of the Guarantor as the City may reasonably request. The Guarantor warrants and represents to the City as follows: a. Enforceability. This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency or other similar laws affecting creditors' rights generally). F-3 EL185\77\951254.v6 Page 339 of 372