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3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and <br /> Contractor each ratify and reaffirm each and every one of the respective rights and obligations <br /> arising under the Agreement. Each party represents and warrants to the other that there have been no <br /> written or oral modifications to the Agreement other than as provided herein. Each party represents <br /> and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. <br /> Contractor represents and warrants to City that,as of the date of this Amendment No. 1,City <br /> is not in default of any material term of the Agreement and that there have been no events that,with <br /> the passing of time or the giving of notice, or both, would constitute a material default under the <br /> Agreement. <br /> City represents and warrants to Contractor that, as of the date of this Amendment No. 1, <br /> Contractor is not in default of any material term of the Agreement and that there have been no events <br /> that, with the passing of time or the giving of notice, or both, would constitute a material default <br /> under the Agreement. <br /> 4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they <br /> have each received adequate and independent consideration for the performance of the obligations <br /> they have undertaken pursuant to this Amendment. <br /> 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties <br /> hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to <br /> execute and deliver this Amendment on behalf of said party, (iii)by so executing this Amendment <br /> No. 1,such party is formally bound to the provisions of this Amendment,and(iv)the entering into <br /> this Amendment does not violate any provision of any other agreement to which said party is bound. <br /> [SIGNATURES ON FOLLOWING PAGE] <br /> 01203.0001/308425 2 -2- <br />