R2013-62 AUTHORIZING EXECUTION OF ENERGY AND WATER EFFICIENCY SERVICES AGREEMENT

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(d) It has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially and adversely affect its ability to perform hereunder. 12.2 Representations and Warranties by the CITY. The CITY hereby warrants and represents to the COMPANY that: (a) It will provide throughout the term of this Agreement (or cause its energy suppliers to furnish) to the COMPANY, upon its request, copies of all available records and data concerning energy and water usage for the Premises including but not limited to the following data: utility records and rate schedules; occupancy information; descriptions of any major changes in the structure or use of the buildings or heating, cooling, lighting or other systems or energy requirements; descriptions of all energy and water consuming or saving equipment used in the Premises; descriptions of energy management procedures presently utilized; and any prior energy analyses of the Premises. The CITY shall make knowledgeable employees and agents available for consultations and discussions with the COMPANY concerning energy usage of the Premises. (b) It has not entered into any leases, contracts or agreements with other persons or entities regarding the leasing of energy efficiency or water utility equipment or the provision of energy or water utility management services for the Premises or with regard to servicing any of the energy or water utility related equipment located in the Premises. 12.3 Representations and Warranties by the Company. The COMPANY represents and warrants the following to the CITY (in addition to the other representations and warranties contained in the Project Documents), as an inducement to the CITY to execute this Agreement, which representations and warranties shall survive the execution and delivery of this Agreement and the Final Completion of the Work. (a) That it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Agreement; (b) That it and each of its employees, agents and subcontractors of any tier are competent to perform its obligations under this Agreement; (c) That it is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so; (d) That it is authorized to do business in the State of Illinois and is properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over it and over the Work and the Premises; (e) That its execution of this Agreement and its performance thereof is within its duly authorized powers; and (f) That its duly authorized representative has visited the Premises, familiarized itself with the local conditions under which the Work is to be performed and correlated its observations with the requirements of the Project Documents. ARTICLE 13: APPLICABLE LAWS 19