Representations of the County. The County hereby represents and warrants to the Sponsor as follows:
(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein.
(b) The County, based on representations of the Sponsor, has determined that the Project will serve the purposes of the Act, and has made all other findings of fact required by the Act in order to designate the Project as Economic Development Property.
(c) The Project constitutes a “project” within the meaning of the Act.
(d) By proper action of the County Council, the County has duly authorized the execution and delivery of this Fee Agreement and any and all actions necessary and appropriate to consummate the transactions contemplated hereby.
(e) This Fee Agreement has been duly executed and delivered on behalf of the County.
(f) The County agrees to use its best faith efforts to cause the Land to be located within the Multi- County Park, and the County will diligently take all reasonable acts to ensure that the Project will continuously be included with the boundaries of the Multi-County Park or another multi-county park in order that the maximum tax benefits afforded by the laws of the State of South Carolina for projects in the County located within multi-county industrial parks will be available to the Sponsor.
(g) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the County are pending or threatened against or affecting the County in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Fee Agreement or which could, in any way, adversely affect the validity or enforceability of this Fee Agreement.
Representations of the County. To induce the TID to enter into this Agreement, the Board of County Commissioners (the “BOCC”) represents as follows:
(a) it is the duly constituted and duly elected governing body of the COUNTY under the laws of the State;
(b) it has full power and authority to execute and to deliver this Agreement and to perform its obligations hereunder;
(c) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action on the part of the COUNTY; and this Agreement, when executed and delivered by the COUNTY, will constitute a legal, valid, and binding obligation of the COUNTY; and
(d) the execution, delivery, and performance of this Agreement do not, and will not,
(1) violate any provision of law applicable to the COUNTY or (2) result in a default under any agreement or instrument to which the COUNTY is a party or by which either the BOCC or COUNTY is bound.
Representations of the County. The County hereby represents and warrants to the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein.
(b) The Project, as represented by the Company to the County, constitutes a "project" within the meaning of the Act.
(c) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal property comprising the Project shall be considered Economic Development Property under the Act.
Representations of the County. The County hereby represents and warrants to the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein.
(b) The Project constitutes a “project” within the meaning of the Act.
(c) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal property comprising the Project shall be considered Economic Development Property under the Act.
(d) As required by the terms of section 00-00-000 of the Act, the County acknowledges and approves the Sponsor Affiliate.
Representations of the County. The County hereby represents and warrants to the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and by the provisions of the Simple Fee Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and all other agreements of the County described herein.
(b) By due corporate action, the County has agreed that, subject to compliance with applicable laws, the items of real and tangible personal property comprising the Project subject to the FILOT arrangement provided in the 1997 Lease Agreement shall be considered Economic Development Property under the Simple Fee Act.
(c) In order to maintain the FILOT benefits the Company presently enjoys with respect to the Project, the County approves the conversion of the Project pursuant to the terms of Section 00-00-000 of the Simple Fee Act.
Representations of the County. The County makes the following representations as the basis for the undertakings on its part herein contained:
(a) The County is permitted by Article IX, Section III, Paragraph I of the Georgia Constitution to contract for any period not exceeding fifty (50) years with the City and the Board of Education for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, provided such contracts deal with activities, services or facilities the contracting parties are authorized by law to undertake or provide, and accordingly as a corollary the Redevelopment Powers Law provides that ad valorem property taxes of the County derived from a municipal tax allocation district located within the geographic boundaries of the County may be included in the computation of tax allocation increments of the tax allocation district if the governing body of the County consents to such inclusion by resolution.
(b) The County has the power to enter into this Agreement and perform all obligations contained herein and has by proper action duly authorized the execution, delivery and performance of this Agreement including, without limitation, the inclusion of ad valorem property taxes derived by the County from ad valorem property taxes levied by the County on taxable real property within the TAD #4 in the computation of the Real Property Tax Allocation Increment for the purposes set forth in the Redevelopment Plan.
Representations of the County. The County hereby represents and warrants to the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and, by the provisions of the Act, is authorized and empowered by the provisions of the Act to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein.
(b) Based on the representations of the Company, the Project constitutes a “project” within the meaning of the Act.
(c) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal property comprising the Project shall be considered Economic Development Property under the Act.
Representations of the County. The County hereby represents that:
(a) It is a political subdivision of the State of Georgia and has been duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such authorization has not been revoked or rescinded.
(b) The execution and delivery of this Agreement by the County, and the performance of its obligations hereunder, does not violate any provision of the Constitution or laws of the State of Georgia or any order, rule or regulation of any judicial or governmental agency binding on the County, or violate or constitute a breach of or a default under any agreement, contract, instrument, ordinance or other resolution of the County or by which the County is bound.
(c) To the knowledge of the County, there is no litigation pending or threatened challenging the existence or powers of the County or the ability of the County to enter into this Agreement, or seeking to restrain or enjoin the County from entering into this Agreement, imposing the 2022 TSPLOST or acquiring, constructing or installing any of the transportation purposes or projects of the County sought to be financed from the proceeds of the 2022 TSPLOST.
Representations of the County. The County makes the following representations and warranties to each Bondholder:
Representations of the County. The County represents that: (a) it is a county duly organized and validly existing under the laws of the State and its Charter; (b) it is legally empowered to enter into and perform the transactions contemplated by this Agreement; (c) the execution, delivery and performance of this Agreement does not and will not violate or conflict with any provision of law applicable to the County, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the County is a party or by which it is bound which would have an adverse effect on the County’s ability to perform its obligations under this Agreement (other than such adverse effect which is not material); (d) its Legislative Authority has duly authorized the execution, delivery and performance of this Agreement; and (e) this Agreement, when executed and delivered by the County, will constitute the legal, valid and binding obligations of the County, enforceable against it in accordance with the respective terms thereof.
