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190 exceed thirty (30) years or extend beyond December 31, 2040. If Agency desires to 191 extend the Agreement, Agency shall provide the Contractor with written notice of its 192 intention to extend the Agreement on or before December 31, 2032. Such notice by 193 Agency shall specify the duration of the extension. Contractor shall provide written 194 notice to Agency and SBWMA on or before January 31, 2033 whether it consents to 195 the extension. 196 B. Mandated Extension. If the Agency and Contractor do not mutually agree to 197 extend the Term of the Agreement, the Agency shall have the sole discretion to 198 extend the Term for a period of twelve (12) months or less by providing the 199 Contractor written notice of its election on or before December 31, 2034, provided, 200 however, that the Term shall only be so extended if eight (8) of the SBWMA's 201 Member Agencies, collectively representing at least two thirds (2/3) of the Member 202 Agencies, make such an election for an identical extension period by December 31, 203 2034. Notwithstanding the foregoing, if Contractor demonstrates based on the 204 audited financial statements for the Agency's operations that it experienced a net 205 loss as shown on the Statement of Income and Stockholder's Investment reduced 206 by the amount of general and administrative expenses greater than 9.5% of Total 207 Operating Revenue (if general and administrative expenses are greater than 9.5% 208 of Total Operating Revenue) for its fiscal year ending September 30, 2034, then 209 Agency and Contractor shall meet and confer to discuss the extension and 210 Contractor's Compensation during the period of such extension. 211 3.04 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 212 A. Obliaation of Aaencv to Perform. The obligation of Agency to perform under this 213 Agreement is subject to satisfaction, on or before the Effective Date, of each of the 214 conditions set out below, each of which may be waived in whole or in part by 215 Agency: 216 1. Accuracv of Representations. The representations and warranties made by 217 Contractor in Article 2 shall be true and correct on and as of the Effective Date. 218 2. Absence of Litiaation. There shall be no litigation pending on the Effective 219 Date in any court challenging the execution of this Agreement or seeking to 220 restrain or enjoin its performance. 221 3. Effectiveness of Aaencv's Aooroval. The approval of this Agreement by 222 Agency shall have become effective, pursuant to California law, on or before 223 the Effective Date. 224 B. Obligation of Contractor to Perform. The obligation of Contractor to perform 225 under this Agreement is subject to the satisfaction of the conditions set forth below, 226 each of which may be waived in whole or in part by Contractor. 227 1. Absence of Litiaation. There shall be no litigation pending on the Effective 228 Date in any court challenging the execution of this Agreement, or seeking to 229 enjoin its performance. 230 2. Effectiveness of Aoencv's Aooroval. The approval of this Agreement by 231 Agency shall have become effective, pursuant to California law. 232 3. Ag rovals by Other Member Aaencies. On or before June 30, 2018, a minimum 233 of eight (8) of the governing bodies of the SBWMA's Member Agencies, REV: 03-16-18 MI Page 7 of 126 ATTY/AGR.2018.054/Recology of San Mateo