R2012-194 AUTHORIZING EXECUTION OF A SERVICE AGREEMENT WITH THE LOWEST RESPONSIBLE BIDDER FOR THE SUPPLY OF ELECTRICITY

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(vii) That there are no actions,proceedings or investigations pending or threatening FES before any court or before any governmental department, commission,board, agency or instrumentality, nor does FES know or have reasonable ground to know of any basis for any such action,proceeding or investigation against FES which would prevent FES from complying with the terms and conditions of this Agreement. 9.2 Representations and Warranties by Community 9.2.1 Government Aggregator hereby represents and warrants to FES as of the Effective Date as follows: (i) Community has complied with requirements under the Act for Community to provide for the aggregation of electrical loads for residential and small commercial retail customers within the corporate limits of Community as an opt-out program; (ii) Community has all authorizations from any governmental authority necessary for it to legally perform its obligations under this Agreement; (iii) The execution and delivery of, and performance under, this Agreement are within Community's powers, have been duly authorized by all necessary action and do not violate, conflict with or breach any of the terms or conditions in its governing documents or any contract to which it is a party or any governmental rule applicable to it. Neither the execution nor delivery by Community of this Agreement nor the consummation by Community of the transactions contemplated hereby or thereby does or will result a breach or violation of the Agreement establishing Community's Aggregation Group, or its bylaws, or any material provision of the governance document related thereto; (iv) This Agreement has been duly executed and delivered by Community, and this Agreement (assuming due authorization, execution and delivery of all Parties) constitutes legal, valid and binding obligations of Community, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors' rights and remedies generally, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) Community is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise), and it is capable of assuming and willing to assume those risks; (vi) None of the documents or other written information furnished by or on behalf of Community or Eligible Customers to FES pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to snake the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; (vii) Community has the contractual right to enter into this Agreement, to contract with FES to supply Retail Electric Supply and Administrative Services to meet the obligations of its Aggregation Program Customers, and shall enforce its contractual agreements and rights. 12