Res 2008-170 - Laserfiche WebLink

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SECTION 6.2. REPRESENTATION AND WARRANTIES OF THE CITY. The City represents and warrants to the Developer as of the Effective Date as follows: SECTION 6.2.1. AUTHORITY. The execution, delivery and performance by the City of this Agreement are within its powers and have been duly authorized by all necessary action. SECTION 6.2.2. No CONFLICTS. Neither the execution and delivery of this Agreement, nor the consummation of any of the transactions herein contemplated nor compliance with the terms and provisions hereof will, to the City's actual knowledge, contravene any applicable provision of law, statute, ordinance, rule or regulation to which the City is subject or any judgment, decree, license, order or permit applicable to the City. SECTION 6.2.3. VALID AND BINDING OBLIGATION. This Agreement is the legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, or other state laws, as in effect from time to time. SECTION 6.2.4. No PENDING LITIGATION. There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the current actual knowledge of the City, threatened against or affecting the City, threatened against or affecting the City, questioning the validity of any proceedings taken or to be taken by the City in connection with the execution, delivery and perfonnance by the City of this Agreement or seeking to prohibit, restrain or enjoin. the execution, delivery or performance by the City hereof, wherein an unfavorable decision, riling or finding would adversely affect the validity or enforceability of, or the authority or ability of the City to perform its obligations under this Agreement. ARTICLE VII PERSONAL LIABILITY OF PUBLIC OFFICIALS; LIMITATIONS ON CITY OBLIGATIONS SECTION 7.1. PERSONAL LIABILITY OF PUBLIC OFFICIALS. No employee or elected. official of the City shall. be personally responsible for any liability arising under or growing out of this Agreement. SECTION 7.2. LIMITATIONS ON CITY OBLIGATIONS. The Grant Payments made and any other financial obligation of the City hereunder shall be paid solely from lawfully available funds that have been appropriated each year during the Term by the City as provided in this Agreement. Under no circumstances shall the City's obligations hereunder be deemed to create any debt within the meaning of any constitutional or