Preconditions to Execution, Security Fund Documentation Sample Clauses

Preconditions to Execution, Security Fund Documentation. The following actions are preconditions for execution of the Agreement by the City. 2.3.1 The Franchisee represents that it has submitted to the Mayor’s Office of Contract Services current and up-to-date questionnaires required with the City’s Vendor Information Exchange System (“VENDEX”). The VENDEX questionnaires must be fully completed by the Franchisee and have received a favorable review by the City. 2.3.2 The Franchisee represents that it has submitted to DoITT the following documents on or before the date of execution of this Agreement by the City: (i) an insurance certificate that satisfies the requirements set forth in Section 12.3.1; (ii) certified copies of documentation showing (a) the Franchisee is duly organized, in good standing, and authorized to do business in New York as a corporation, partnership, limited liability company or sole proprietorship, and (b) the person or persons who will execute this Agreement on the Franchisee’s behalf is (or are) authorized to execute and deliver the Agreement on the Franchisee’s behalf as a legal, binding and enforceable agreement of the Franchisee; (iii) an opinion from the Franchisee’s counsel dated as of the date of execution by the Franchisee in a form to be approved by DoITT; (iv) document evidencing that the Security Fund required under Article VII has been created; and (v) a certification from the Franchisee confirming that: (A) binding and enforceable agreements between each individual Member and the Franchisee have been executed and are in full force and effect, and (B) such agreements contain commitments (in the aggregate) of not less than $100 million in total of equity contributions by all Members of the Franchisee as required for the Franchisee to fulfill its obligations to the City. In light of changes to the rollout schedule for structures to be installed hereunder, which changes were requested by the City and agreed to by the Franchisee shorty before execution of this Agreement, the MSA contemplated by Section 3.13.3 will be provided as described in Section 3.13.3 rather than delivered as a condition to such execution.