AgdaPkt 2018-03-26 Joint SA PFA - Laserfiche WebLink

Browse Search

REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO Page 4 of 119 ARTICLE 2 78 REPRESENTATION AND WARRANTIES OF 79 CONTRACTOR 80 Contractor represents and warrants, as of the date of its execution of this Agreement, the 81 following: 82 2.01 CORPORATE STATUS 83 Contractor is a corporation, duly organized, validly existing and in good standing under 84 the laws of the State of California, and is qualified to do business in the State of California. 85 2.02 CORPORATE AUTHORIZATION 86 Contractor has the authority to enter into and perform its obligations under this Agreement. 87 The directors (and shareholders, if necessary) of Contractor have taken all actions 88 required by law, the articles of incorporation and bylaws or otherwise to authorize the 89 execution of this Agreement. 90 2.03 AGREEMENT DULY EXECUTED 91 The persons signing this Agreement on behalf of Contractor have been authorized to do 92 so and the Secretary’s Certificate in Attachment R confirms this. Upon the Effective Date, 93 this Agreement will constitute a legal, valid and binding obligation of Contractor. 94 2.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS 95 Neither the execution and delivery by Contractor of this Agreement, nor the performance 96 by Contractor of its obligations hereunder (i) conflicts with, violates, or will result in a 97 violation of any existing Applicable Law; or (ii) conflicts with, violates, or will result in a 98 breach or default under any term or condition of any existing judgment, order, or decree 99 of any court, administrative agency or other governmental authority, or of any existing 100 contract or instrument to which Contractor is a party or by which Contractor is bound. 101 2.05 NO LITIGATION 102 There is no action, suit, proceeding, or investigation at law or in equity, before or by any 103 court or governmental entity, pending or threatened against Contractor, or otherwise 104 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single case 105 or in the aggregate, would (a) materially adversely affect Contractor’s performance 106 hereunder, (b) adversely affect the validity or enforceability of this Agreement, or (c) have 107 a material adverse effect on the financial condition of Contractor or the entity providing the 108 guaranty of Contractor's performance. 109 2.06 FINANCIAL CONDITION 110 Contractor has made available to Agency information on its financial condition. Contractor 111 recognizes that Agency has relied on this information in evaluating the sufficiency of 112 Contractor’s financial resources to perform this Agreement. To the best of Contractor’s 113 knowledge, this information is complete and accurate, does not contain any material 114 misstatement of fact and does not omit any fact necessary to prevent the information 115 provided from being materially misleading. 116 6.2.B. - Page 17