Agenda - Council - 04/22/2008 - Laserfiche WebLink

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ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City. represents, covenants and warrants as follows: (a) the City is a duly formed and validly existing municipal corporation and political subdivision of the State, governed by its charter and the Constitution and laws of the State. (b) The officers of the City executing this Agreement have been duly authorized to execute and deliver this Agreement under the terms and provisions of a resolution of the City's governing body. (c) The City has complied with applicable open meeting laws in the course of approval of this Agreement. Section 2.2. Representations, Covenants and Warranties of ACHRA. ACHRA represents, covenants and warrants as follows: (a) The ACHRA is a public body corporate and politic, duly organized, existing and in good standing under the laws of the State; has full and complete power to enter into this Agreement and to enter into and carry out the transactions contemplated hereby, and to carry out its obligations hereunder; is possessed of full power to own and hold real and personal property; and has duly authorized the execution and delivery of this Agreement. (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the ACHRA is now a party or by which the ACHRA or its property is bound, or constitutes a default under any of the foregoing. OPERATING DEFICIT AGREEMENT CITY OF RAMSEY —81—