Agmt09 South Bay Recycling, LLC - Laserfiche WebLink

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ATTACHMENT 17 GUARANTY THIS GUARANTY (the "Guaranty") is given as of the 3 'l day of July, 2009, by COMMUNITY RECYCLING AND RESOURCE RECOVERY, INC. AND POTENTIAL' INDUSTRIES, INC. (hereafter "Guarantors"), to the SOUTH BA YSIDE WASTE MANAGEMENT AUTHORITY, a joint powers authority (hereafter "the Authority"). THIS GUARANTY is made with reference to the following facts and circumstances: A. South Bay Recycling, LLC is a limited liability company, organized under the laws of the State of California ("Contractor"). B. Community Recycling and Resource Recovery, Inc. is a corporation, organized under the laws of the State of California. Potential Industries, Inc. is a corporation, organiz~d under the laws of the State of California, Community Recycling and Resource Recovery, Inc., and Potential Industries, Inc. are the two members of Contractor. C. The Authority contemplates entering into an UAgreement for Operation of the Shoreway Recycling and Disposal Center" (hereafter UAgreement"), under which Contractor is to provide specified services to the Authority. A copy of this Agreement is attached hereto and incorporated herein by this reference. D. IUs a requirement of the Agreement, and a condition to the Authority's entering i.nto the Agreement, that Guarantors guaranty Contractor's performance of the Agreement. E. Guarantors are providing this Guaranty to induce the Authority to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantors agree, jointly and severallYl as follows: 1. Guarantv of the Aareement. Guarantors hereby irrevocably and unconditionally guarantee to the Authority 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, Guarantors will promptly and fully perform, satisfy or observe them in the place of the Contractor. Guarantors hereby guarantee prompt payment to the Authority of each and every sum due from Contractor to the Authority 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. Guarantors' Obligations Are Absolute. The obligations of the Guarantors 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 Guarantors shalll1ave no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from their obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, 1944685.1