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• • <br /> ATTACHMENT G <br /> GUARANTY <br /> out of the Agreement based on Contractor's failure to perform which has not been settled or <br /> discharged. <br /> 5. No Waivers by Agency. No delay on the part of Agency in exercising any rights <br /> under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. <br /> No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of <br /> Agency to take other or further action without notice or demand. No modification or waiver by <br /> Agency of any of the provisions of this Guaranty shall be effective unless it is in writing and <br /> signed by Agency and by Guarantor, nor shall any waiver by Agency be effective except in the <br /> specific instance or matter for which it is given. <br /> 6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, <br /> Guarantor agrees to pay actual attorney's fees and all other costs and expenses incurred by <br /> Agency in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this <br /> Guaranty, including any action instituted to determine the respective rights and obligations of <br /> the parties hereunder. <br /> 7. Governing Law; Jurisdiction. This Guaranty is and shall be deemed to be a <br /> contract entered into in and pursuant to the laws of the State of California and shall be governed <br /> and construed in accordance with the laws of California without regard to its conflicts of laws <br /> rules for all purposes, including, but not limited to, matters of construction, validity and <br /> performance. Guarantor agrees that any action brought by Agency to enforce this Guaranty <br /> may be brought in any court of the State of California and Guarantor consents to personal <br /> jurisdiction over it by such courts. Guarantor appoints the following person as its agent for <br /> service of process in California: <br /> Michael J. Sangiacomo <br /> 50 California Street, 24th Floor <br /> San Francisco, CA 94111 <br /> 8. Severabilitv. If any portion of this Guaranty is held to be invalid or <br /> unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, <br /> which shall be severable and continue in full force and effect. <br /> 9. Binding on Successors. This Guaranty shall inure to the benefit of Agency and <br /> its successors and shall be binding upon Guarantor and its successors, including a successor <br /> entity formed by a merger or consolidation, a transferee of substantially all of its assets, and its <br /> shareholders in the event of its dissolution or insolvency. <br /> 10. Authority. Guarantor represents and warrants that it has the corporate power to <br /> give this guaranty, that its execution of this Guaranty has been authorized by all necessary <br /> action under its Articles of Incorporation and by -laws, and that the person signing this Guaranty <br /> on its behalf has authority to do so. <br /> 11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered <br /> or certified, first class postage prepaid, addressed as follows: <br /> To Agency: City of Redwood City <br /> City Manager <br /> 1017 Middlefield Road <br /> Redwood City, CA 94063 <br /> Franchise Agreement for Collection Services with Recology San Mateo Attachment G <br /> Redwood City Guaranty <br /> Page 3 of 4 <br />