Common use of Representations and Mutual Covenants Clause in Contracts

Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; (ii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and the Municipality intend to collaborate in making the necessary expenditures incurred due to the public health emergency and other criteria for use of CRF as described in the Act, without duplicating efforts. (B) The Municipality makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement; (ii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department; (iv) The Municipality certifies compliance with the Act, as interpreted and clarified by the Treasury Department, by executing this Agreement; and (v) The Municipality shall administer and distribute CRF funds to complete the Municipality’s portion of the County’s collaborative and comprehensive approach to combating the public health emergency and resulting economic impact. (C) It is the intention of the County and the Municipality to comply in all applicable respects with the Act. (D) The County and the Municipality agree to maintain thorough and accurate records concerning their respective receipt and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, for each Fiscal Year in which CRF Funds are obtained or spent.

Representations and Mutual Covenants. (A) A. The County makes the following representations and warranties which that may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and will take all actions necessary to call an election to be held in all voting precincts in the Municipality intend to collaborate in making County on March 19, 2019 for the necessary expenditures incurred due purpose of submitting to the public health emergency voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the special district of Whitfield County for a period of 24 quarters, commencing on July 1, 2019 (or such other criteria dates as may be approved by the State Department of Revenue), to raise an estimated $100,000,0000 to be used for use of CRF as described funding the projects specified in the Act, without duplicating effortsExhibit A attached hereto. (B) The Municipality B. Each of the Municipalities makes the following representations and warranties, which warranties that may be specifically relied upon by all parties as a basis for entering this Agreement: (i) Each Municipality is a municipal corporation duly created and organized under the laws of the State of Georgia; (ii) The governing authority of the each Municipality is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, binding and enforceable obligation of the each Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department; (iv) The Each Municipality certifies compliance with the Act, is a qualified municipality as interpreted and clarified by the Treasury Department, by executing this Agreementdefined in O.C.G.A. § 48- 8-110(4); and (v) The Each Municipality shall administer and distribute CRF funds to complete is located entirely or partially within the Municipality’s portion geographic boundaries of the special tax district created in the County’s collaborative and comprehensive approach to combating the public health emergency and resulting economic impact. (C) C. The County delivered or mailed on September 27, 2018 a written notice to the mayors of the Municipalities, of a meeting that was held at Xxxxxxx Park on October 9, 2018, at which the governing authorities of the County and of such Municipalities met to discuss the possible projects for inclusion in the SPLOST. The County and Municipalities have had continuing discussions since the noticed meeting on October 9, 2018. D. It is the intention of the County and the Municipality Municipalities to comply in all applicable respects with the Act.with (D) E. The County and Municipalities agree to promptly proceed with the acquisition, construction, equipping and installation of the County Projects and Municipality Projects specified in Exhibit A of this Agreement. F. The County and Municipalities agree that each approved SPLOST project associated with this Agreement shall be maintained as a public facility and in public ownership. If ownership of a project financed pursuant to this Agreement is transferred to private ownership, the proceeds of the sale shall, for the purposes of this Agreement, be deemed excess funds and disposed of as provided under O.C.G.A. § 48-8-121(g)(2). G. The County and Municipalities agree to maintain thorough and accurate records concerning their respective receipt of SPLOST proceeds and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, expenditures for each Fiscal Year in which CRF Funds are obtained project undertaken by the respective County or spentMunicipality as required fulfilling the terms of this Agreement.

Representations and Mutual Covenants. (A) A. The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution and laws of the State of Georgia; (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and will take all actions necessary to call an election to be held in all voting precincts in the Municipality intend to collaborate in making County on the necessary expenditures incurred due 5th day of November, 2013, for the purpose of submitting to the public health emergency voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and other criteria uses within the special district of Chatham County for use a period of CRF 24 quarters (6 years), commencing as described provided in Section 4, to raise an estimated $370,000,000 to be used for funding the Act, without duplicating effortsprojects specified in Exhibit A attached hereto. (Bv) Net proceeds of the Bonds shall be deposited into a special trust account as further outlined herein of the County to be used for the acquisition and construction of the County Projects. The Municipality Bonds shall be a general obligation debt of the County. Prior to or concurrently with the issuance and delivery of the Bonds, the County shall make contract payments of the principal of and interest on the Bonds. To the extent the proceeds of the Special Sales Tax are insufficient, the County shall levy an ad valorem tax on all taxable property located within the limits of the special district subject to taxation for such purposes, at such rate or rates as may be necessary to produce revenues to pay such debt service payments, and to certify that it will take no actions that would impair the exclusion of interest on the Bonds from federal income taxation. B. The City makes the following representations and warranties, warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The City is a municipal corporation duly created and organized under the laws of the State of Georgia; (ii) The governing authority of the Municipality City is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury DepartmentCity; (iv) The Municipality certifies compliance with the Act, City is a qualified municipality as interpreted and clarified by the Treasury Department, by executing this Agreementdefined in O.C.G.A. § 48-8-110 (4); and (v) The Municipality shall administer and distribute CRF funds to complete City is located entirely or partially within the Municipality’s portion geographic boundaries of the special tax district created in the County’s collaborative and comprehensive approach to combating the public health emergency and resulting economic impact. (C) C. It is the intention of the County and the Municipality City to comply in all applicable respects with the ActO.C.G.A. § 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of O.C.G.A. § 48-8-110 et seq. (D) The County and the Municipality agree to maintain thorough and accurate records concerning their respective receipt and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, for each Fiscal Year in which CRF Funds are obtained or spent.

Representations and Mutual Covenants. (A) A. The County makes the following representations and warranties which that may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority County is a political subdivision duly created and organized under the Constitution of the State of Georgia; (ii) The Governing Authority of the County is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and will take all actions necessary to call an election to be held in all voting precincts in the Municipality intend to collaborate in making County on May 21, 2024 for the necessary expenditures incurred due purpose of submitting to the public health emergency voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the special district of Whitfield County for a period of 16 quarters, commencing on October 1, 2024 (or such other criteria dates as may be approved by the State Department of Revenue), to raise an estimated $80,000,000.00 to be used for use of CRF as described funding the projects specified in the Act, without duplicating effortsExhibit A attached hereto. (B) The Municipality B. Each of the Municipalities makes the following representations and warranties, which warranties that may be specifically relied upon by all parties as a basis for entering this Agreement: (i) Each Municipality is a municipal corporation duly created and organized under the laws of the State of Georgia; (ii) The governing authority of the each Municipality is duly authorized to execute, deliver and perform this Agreement; (iiiii) This Agreement is a valid, binding, binding and enforceable obligation of the each Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department; (iv) The Each Municipality certifies compliance with the Act, is a qualified municipality as interpreted and clarified by the Treasury Department, by executing this Agreementdefined in O.C.G.A. § 48- 8-110(4); and (v) The Each Municipality shall administer and distribute CRF funds to complete is located entirely or partially within the Municipality’s portion geographic boundaries of the special tax district created in the County’s collaborative and comprehensive approach to combating the public health emergency and resulting economic impact. (C) C. The County delivered or mailed on November 22, 2023, a written notice to the mayors of the Municipalities, of a meeting that was held at the County Administrative Offices on December 4, 2023, at which the governing authorities of the County and of such Municipalities met to discuss the possible projects for inclusion in the SPLOST. The County and Municipalities have had continuing discussions since the noticed meeting on December 4, 2023. D. It is the intention of the County and the Municipality Municipalities to comply in all applicable respects with the ActO.C.G.A. § 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of O.C.G.A. § 48-8-110 et seq. (D) E. The County and Municipalities agree promptly to proceed with the acquisition, construction, equipping and installation of the County Projects and Municipality Projects specified in Exhibit A of this Agreement. F. The County and Municipalities agree that each approved SPLOST project associated with this Agreement shall be maintained as a public facility and in public ownership. If ownership of a project financed pursuant to this Agreement is transferred to private ownership, the proceeds of the sale shall, for the purposes of this Agreement, be deemed excess funds and disposed of as provided under O.C.G.A. § 48-8-121(g)(2). G. The County and Municipalities agree to maintain thorough and accurate records concerning their respective receipt of SPLOST proceeds and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, expenditures for each Fiscal Year in which CRF Funds are obtained project undertaken by the respective County or spentMunicipality as required fulfilling the terms of this Agreement.

Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; and (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement;; and (iiiii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County will take all actions necessary to call an election to be held in all voting precincts in the County on the 7th day of November 2023, for the purpose of submitting to the voters of the County for their approval, the question of whether or not a SPLOST II shall be imposed on all sales and uses within the special district conterminous with the applicable boundaries of DeKalb County for a period of six (6) years, commencing on the 1st day of April, 2024, to raise an estimated $850 million to be used for funding and developing the projects specified in Exhibit A and Exhibit B; and (v) Each County project funded by SPLOST II proceeds shall be maintained as a public facility and in public ownership. (vi) Upon the request of a Municipality by official Resolution of the Governing Authority of the Municipality, the County will take all actions necessary to add language to the referendum ballot presented to voters residing in the requesting Municipality to submit to those voters for their approval, the question of whether or not the requesting Municipality shall be authorized to issue general obligation debt of the Municipality intend in a not to collaborate exceed amount to be identified by the Municipality in making the necessary expenditures incurred due to the public health emergency and other criteria for use of CRF as described in the Act, without duplicating effortsits requesting Resolution. (B) The Municipality Each of the Municipalities, on its own behalf, makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The Municipality is a municipal corporation duly created and organized under the Laws of the State of Georgia; and (ii) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement;; and (iiiii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department;; and (iv) The Municipality certifies compliance with the Act, is a qualified municipality as interpreted and clarified by the Treasury Department, by executing this Agreementdefined in O.C.G.A. § 48- 8-110 (4); and (v) The Municipality shall administer and distribute CRF funds to complete is located entirely within the geographic boundaries of the special tax district created in the County; and (vi) Each Municipality’s portion of the County’s collaborative projects funded by SPLOST II proceeds shall be maintained as public facilities and comprehensive approach to combating the in public health emergency and resulting economic impactownership. (C) It is the intention of the County and the Municipality Municipalities to comply in all applicable respects with O.C.G.A. §§ 48-8-109.1 et seq. and 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of the Actapplicable provisions found in O.C.G.A. §§ 48-8-109.1 et seq. and 48-8-110 et seq. (D) The County and Municipalities agree to promptly proceed with the Municipality acquisition, construction, equipping, installation, and execution of the projects specified in Exhibit A and Exhibit B of this Agreement, or any other capital outlay projects as defined and authorized under O.C.G.A. §§ 48-8-109.1 et seq. and 48-8-110 et seq. that are approved for such purposes hereafter. (E) The County and the Municipalities agree to maintain thorough and accurate records concerning their respective receipt and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, for each Fiscal Year in which CRF Funds are obtained or spentSPLOST II proceeds.

Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; and (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement;; and (iiiii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and will take all actions necessary to call an election to be held in all voting precincts in the Municipality intend to collaborate in making County on the necessary expenditures incurred due 7th day of November, 2017, for the purpose of submitting to the voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the special district of DeKalb County for a period of six (6) years, commencing on the 1st day of April, 2018, to raise an estimated $[ ] to be used for funding the projects specified in Exhibit A and Exhibit B; and (v) Each County project funded by SPLOST proceeds shall be maintained as a public health emergency facility and other criteria for use of CRF as described in the Act, without duplicating effortspublic ownership. (B) The Municipality Each of the Municipalities, on its own behalf, makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The Municipality is a municipal corporation duly created and organized under the Laws of the State of Georgia; and (ii) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement;; and (iiiii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department;; and (iv) The Municipality certifies compliance with the Act, is a qualified municipality as interpreted and clarified by the Treasury Department, by executing this Agreementdefined in O.C.G.A. § 48-8-110 (4); and (v) The Municipality shall administer and distribute CRF funds to complete is located entirely within the geographic boundaries of the special tax district created in the County; and (vi) Each Municipality’s portion of the County’s collaborative projects funded by SPLOST proceeds shall be maintained as public facilities and comprehensive approach to combating the in public health emergency and resulting economic impactownership. (C) It is the intention of the County and the Municipality Municipalities to comply in all applicable respects with O.C.G.A.§§ 48-8-109.1 et seq. and 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of the Actapplicable provisions found in O.C.G.A. §§ 48-8-109.1 et seq. and 48-8-110 et seq. (D) The County and Municipalities agree to promptly proceed with the Municipality acquisition, construction, equipping, installation, and execution of the projects specified in Exhibit A and Exhibit B of this Agreement, or any other capital outlay projects as defined and authorized under O.C.G.A. §§ 48-8-109.1 et seq. and 48-8-110 et seq. that are approved for such purposes hereafter. (E) The County and the Municipalities agree to maintain thorough and accurate records concerning their respective receipt and expenditure of CRF funds. The Municipality agrees to maintain an accounting system integrated with adequate internal fiscal and management controls to capture and report CRF Funds data with accuracy, providing full accountability for revenues, expenditures, assets and liabilities. This system shall provide reasonable assurance that the Municipality is managing federal and state financial assistance programs in compliance with all applicable laws and regulations. Upon request, the Municipality shall produce to the County its Comprehensive Annual Financial Report, as submitted to the Georgia Department of Community Affairs, for each Fiscal Year in which CRF Funds are obtained or spentSPLOST proceeds.