R2012-158 AUTHORIZING AGREEMENTS WITH ARCHER DANIELS MIDLAND COMPANY

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I damaged or destroyed,provided that said extension will not exceed,without the written consent of ADM, one hundred twenty(120)days after the Closing Date otherwise provided hereunder. If the damage to any such component or components exceeds ten percent(10)of its value prior to such damage, as certified by the City'S engineer and reviewed and certified by ADM's engineer,ADM shall have the right to accept the facilities to be acquired by ADM in its damaged condition and the City shall assign to ADM all proceeds of any insurance covering such damage; or ADM shall have the right to terminate this Agreement.If the transaction,upon expiration of the extended Closing Date,if subject to extension hereunder,is not conswurnated as otherwise provided under the terns of this Agreement,this Agreement shall become null and void; and thereupon all undertakings,obligations and liabilities of the parties hereto shall forthwith terminate and be released and discharged. 15. Prorations. All electric and gas charges applicable to the North Plant shall be prorated as of the Closing.Date. 16. Representations Warranties and ALYreements by the City. The City represents, warrants and agrees to and with ADM as follows: (a) That it is,and on the Closing Date will be,a municipal corporation duly organized and existing and in good standing under the laws of the State of Illinois; and it has the power and authority to enter into this Agreement and to consummate the transactions contemplated herein; (b) That it has taken, or will take by the Closing Date, all necessary corporate and legal action to authorize the execution,delivery and performance on its part of this Agreement,and the performance hereof by it will not be in contravention of its charter,ordinances, or any contract or agreement to which it is a party or subject; (c) That it will operate and maintain its North Plant in the ordinary course of business until the Closing Date,and that it will not dispose of any part of its North Plant prior to the Closing Date, except such part or parts as may be retired from service and replaced in the ordinary course of business prior to the Closing Date;