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

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ATTACHMENT G GUARANTY REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO ATTACHMENT G Page 1 of 5 THIS GUARANTY (the "Guaranty") is given as of the ____ day of ________, 2018, by RECOLOGY INC. ("Guarantor"), to the City of Redwood City, a public agency ("Agency"). THIS GUARANTY is made with reference to the following facts and circumstances: A. Recology San Mateo County (“Contractor”) is a corporation organized under the laws of the State of California, all of the issued and outstanding stock of which is owned by Guarantor. B. Guarantor is a corporation organized under the laws of the State of California. C. Contractor and Agency have negotiated an Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Organic Materials Collection (“Agreement”), under which Contractor is to provide specified services to Agency. A copy of this Agreement is attached hereto and incorporated herein by this reference. D. It is a requirement of the Agreement, and a condition to Agency's entering into the Agreement, that Guarantor guaranty Contractor's performance of the Agreement. E. Guarantor is providing this Guaranty to induce Agency to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: 1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to Agency the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of the Agreement which Contractor is required to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms or conditions of the Agreement, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees prompt payment to Agency of each and every sum due from Contractor to Agency under the Agreement, as and when due from time to time, and the prompt performance of every other task and duty to be performed by the Contractor under the Agreement. 2. Guarantor’s Obligations Are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited and, with respect to any payment obligation of Contractor under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditional upon the genuineness, validity, regularity or enforceability of the Agreement. 3. Waivers and Subordination. The Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Contractor; (2) any amendment, modification or waiver of any provision of the Agreement or the extension of its Term; (3) the actual or purported rejection of the Agreement by a trustee in bankruptcy, 6.2.B. - Page 178