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 7 of 119 to extend the Agreement on or before December 31, 2032. Such notice by Agency 189 shall specify the duration of the extension. Contractor shall provide written notice to 190 Agency and SBWMA on or before January 31, 2033 whether it consents to the 191 extension. 192 B. Mandated Extension. If the Agency and Contractor do not mutually agree to extend 193 the Term of the Agreement, the Agency shall have the sole discretion to extend the 194 Term for a period of twelve (12) months or less by providing the Contractor written 195 notice of its election on or before December 31, 2034, provided, however, that the 196 Term shall only be so extended if eight (8) of the SBWMA’s Member Agencies, 197 collectively representing at least two thirds (2/3) of the Member Agencies, make such 198 an election for an identical extension period by December 31, 2034. Notwithstanding 199 the foregoing, if Contractor demonstrates based on the audited financial statements 200 for the Agency’s operations that it experienced a net loss as shown on the Statement 201 of Income and Stockholder’s Investment reduced by the amount of general and 202 administrative expenses greater than 9.5% of Total Operating Revenue (if general 203 and administrative expenses are greater than 9.5% of Total Operating Revenue) for 204 its fiscal year ending September 30, 2034, then Agency and Contractor shall meet 205 and confer to discuss the extension and Contractor’s Compensation during the period 206 of such extension. 207 3.04 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 208 A. Obligation of Agency to Perform. The obligation of Agency to perform under this 209 Agreement is subject to satisfaction, on or before the Effective Date, of each of the 210 conditions set out below, each of which may be waived in whole or in part by Agency: 211 1. Accuracy of Representations. The representations and warranties made by 212 Contractor in Article 2 shall be true and correct on and as of the Effective Date. 213 2. Absence of Litigation. There shall be no litigation pending on the Effective Date 214 in any court challenging the execution of this Agreement or seeking to restrain 215 or enjoin its performance. 216 3. Effectiveness of Agency’s Approval. The approval of this Agreement by Agency 217 shall have become effective, pursuant to California law, on or before the Effective 218 Date. 219 B. Obligation of Contractor to Perform. The obligation of Contractor to perform under 220 this Agreement is subject to the satisfaction of the conditions set forth below, each of 221 which may be waived in whole or in part by Contractor. 222 1. Absence of Litigation. There shall be no litigation pending on the Effective Date 223 in any court challenging the execution of this Agreement, or seeking to enjoin its 224 performance. 225 2. Effectiveness of Agency's Approval. The approval of this Agreement by Agency 226 shall have become effective, pursuant to California law. 227 3. Approvals by Other Member Agencies. On or before June 30, 2018, a minimum 228 of eight (8) of the governing bodies of the SBWMA’s Member Agencies, 229 collectively representing at least two thirds (2/3) of the Member Agencies, have 230 approved and signed agreements with Contractor substantially similar to this 231 one. 232 6.2.B. - Page 20