2.7 ERMUSR 12-12-2017 - Laserfiche WebLink

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with the upgrade. However, ERMU will have the authority to make a final decision whether to proceed with an upgrade to decorative lights. ARTICLE 4 REPRESENTATIONS AND WARRANTIES Section 4.1. ERMU represents and warrants that it is a municipal utility duly organized and validly existing under the laws of the State of Minnesota and has all requisite power and authority to enter into, execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it hereunder. ERMU further represents and warrants that execution, delivery and performance of this Agreement has been duly authorized by the ERMU Board of Commissioners and that this Agreement constitutes a valid and binding agreement of ERMU in accordance with its terms. Section 4.2. City represents and warrants that it is a Minnesota municipal corporation duly organized and validly existing under the laws of the State of Minnesota and has all requisite power and authority to enter into, execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it hereunder. City further represents and warrants that execution, delivery and performance of this Agreement has been duly authorized by the City Council and that this Agreement constitutes a valid and binding agreement of City in accordance with its terms. ARTICLE 5 TERMINATION Section 5.1. This Agreement will only take effect if approved and executed by both parties hereto prior to the effective date, and may only be terminated by written agreement of both parties. ARTICLE 6 GENERAL PROVISIONS Section 6.1. Preparation of Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. Each party accepts the terms and conditions of this Agreement, having the right to be represented by legal counsel and other advisors of their choosing, and each party enters into this Agreement intending to be legally bound hereunder. Section 6.2. Entire Agreement; Assignment. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereto. None of the rights or obligations of either party may be assigned without the prior written consent of the other. Section 6.3. Notices. Notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by hand delivery, certified or registered mail, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement. Either party may designate a different address to which notices required or permitted to be given shall thereafter be transmitted by giving notice to that effect in accordance with this Section. 3 41)