R90-105 AUTHORIZING A DOWNSTATE OPERATING ASSISTANCE AGREEMENT

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�. ITEM 9. PARTICIPANT'S WARRANTIES Participant warrants that it ha s taken all corporate ac tions necessary to authorize it to enter into this Agreement. Participant warrants that there is no provision of its charter, and to its knowledge no law, ordinance or regulation, which prohibits Parti ci pant from enteri ng i nto and performi ng this Agreement or which renders unenforceable against Participant any provision of this Agreement. Upon execution of this Agreement, Participant will deliver to the Department an apinion of counsel , acceptable to the Department, that this Agreement is legally binding upon Participant and shall furnish the Department a certified copy of a resolution authorizing the execution of this Agreement. ITEM 10. INDEPENDENCE OF PARTICIPANT The Participant agrees that none of its officers, employees or agents, by reason of this Agreement or grants made hereunder, is or was authorized to hol d themsel ves out or cl aim to be officers, em 1 oyees or a ents of the State and that none of them is to be p 9 , permitted by the Participant, by reason of this Agreement or the grants hereunder, to make any claim, demand or application to or for any right or privileges concerning workmen's compensation and occupational diseases coverage, unemployment compensation benefits, Social Security coverage or retirement membership or credit. ITEM 11 . INSPECTION The Participant agrees to permit the Department to, at reasonable times, conduct such inspections or examinations of Participant's public transportation service as, in the judgment of the Department, may be advisable in connection with this Agreement. All such inspec tions shall be performed without disruption or interference with any transportation service or other business activity of Participant or any Service Board. 11