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Docuftn Envetope ID: 4A02583&AEa449F9-9947.81093DE1BBDO (c) CITY shall not process CONTRACTOR's Invoice unless CONTRACTOR's Invoice is in proper form, correctly computed, and is approved by CITY as payable under the terms of this Contract. (d) CITY is not liable for any obligation incurred by CONTRACTOR except as approved under the provisions of this Contract. (e) if CONTRACTOR is required to meet MBE/WBE goals for this Contract, CONTRACTOR shall not submit an Invoice to the City unless CONTRACTOR's invoice is accompanied by a copy of the most recent 00485.01 MNVBE Monthly Utilization Report submitted by CONTRACTOR to the City's Human Relations Department. CONTRACTOR shall remain current on CONTRACTOR's filing of 00485.01 MNVBE Monthly Utilization Reports. CITY shall not pay CONTRACTOR's Invoice unless CONTRACTOR is current on CONTRACTOR's filing of 00485.01 M/WBE Monthly Utilization Reports. (f) Payment terns are net 30 days. Sec. 8. Representations and Warranties of CONTRACTOR. CONTRACTOR hereby represents and warrants to the CITY the following: (a) CONTRACTOR is in good standing under the laws of the state of Missouri and each state in which it does business, except any such state where the failure to be in good standing would not have a material adverse effect on CONTRACTOR's ability to perform this Contract In accordance with its terms. (b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly authorized by all necessary corporate action and do not and will not (1) require any consent or approval of CONTRACTOR's board of directors; (II) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or Instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently In effect having applicability to CONTRACTOR or Its articles or by-laws; and (iv) result in a breach of or constitute a default under any material agreement, lease or instrument to which CONTRACTOR Is a party or by which It or Its properties may be bound or affected. (c) CONTRACTOR shall not enter Into any contract for the services to CITY that purports to grant a security interest or right of repossession to any person or entity respecting the services, or any portions thereof or chattels placed thereon. (d) There is no litigation, proceeding or other Investigation pending or, to the knowledge of CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of the transaction contemplated by this Contract or would have a materially adverse effect on CONTRACTOR. (e) CONTRACTOR warrants that all goods and Products are sold free of any security Interest and will make available to CITY all transferable warranties (Including without limitation MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 4 of 20 (REV. 12-0516)