Agmt09 South Bay Recycling, LLC - Laserfiche WebLink

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1 ARTICLE 2 TERM OF AGREEMENT 2 2.01 EFFECTIVE DATE 3 The Effective Date of this Agreement shall be November 30,2009. 4 2.02 TERM 5 The Term of the Agreement shall begin on the Effective Date and shall end at midnight 6 on December 31, 2020, unless extended as provided in Section 2.03. Contractor's 7 obligation to operate the Shoreway Center shall commence January 1, 2011. 8 2.03 OPTION TO EXTEND TERM 9 The Authority may extend the Term for one (1) or more periods of one (1) year, up to a 10 maximum of three (3) years (i.e., until December 31, 2023), on the same terms and 11 conditions. If Authority wishes to extend the Term it shall deliver a written notice to 12 Contractor at least six (6) months before the expiration of the then-current Term, 13 specifying the number of additional years by which it wishes to extend the Term. If the 14 Authority initially elects to extend the Term for less than three (3) years, it may 15 subsequently elect to extend the Term in increments of one or two years, up to a total of 16 three years. 1 7 2.04 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 18 19 20 21 22 23 24 A. The obligation of Authority to perform under this Agreement is subject to satisfaction, on or before the Effective Date, of each and every one of the conditions set out below: 1. Accuracv of Representations. The representations and warranties made by Contractor in Article 3 of this Agreement shall be true and correct on and as of the Effective Date, and a certification to that effect dated as of the Effective Date shall be delivered by Contractor to Authority on the Effective Date. 25 26 27 28 29 30 31 32 33 34 35 36 37 38 2. Absence of Litiaation. There shall be no litigation pending on the Effective Date in any court challenging the execution of this Agreement or seeking to restrain or ~njoin its performance. 3. Sale of Bonds. The Authority shall have sold bonds, certificates of participation, or other such instruments, or shall have secured a loan, in the amount of $56.5 million, and received the proceeds thereof. 4. Effectiveness of Authoritv's Approval. Authority's approval of this Agreement shall have become effective, pursuant to California law, on or before the Effective Date, through the action of eight or more Member Agencies' City Councils or other governing bodies approving this Agreement. 5. Contract with Eauipment Manufacturer. Authority shall have entered into a contract with Bulk Handling Systems for the fabrication, delivery, installation and warranty service of the equipment described in Attachment 2-A for a price and on terms and conditions acceptable to Authority. Operating Agreement for Shoreway Center Page - 4 - 7/30/09