Agmt10 Recology San Mateo County

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• • 57 ARTICLE 2 REPRESENTATION AND WARRANTIES OF 58 CONTRACTOR 59 Contractor represents and warrants, as of the date of this Agreement, the following: 60 2.01 CORPORATE STATUS 61 Contractor is a corporation, duly organized, validly existing and in good standing under 62 the laws of the State of California, and is qualified to do business in the State of 63 California. 64 2.02 CORPORATE AUTHORIZATION 65 Contractor has the authority to enter into and perform its obligations under this 66 Agreement. The directors (and shareholders if necessary) of Contractor have taken all 67 actions required by law, the articles of incorporation and bylaws or otherwise to 68 authorize the execution of this Agreement. 69 2.03 AGREEMENT DULY EXECUTED 70 The persons signing this Agreement on behalf of Contractor have been authorized to do 71 so and this Agreement constitutes a legal, valid and binding obligation of Contractor. 72 2.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS 73 Neither the execution and delivery by Contractor of this Agreement, nor the performance 74 by Contractor of its obligations hereunder (i) conflicts with, violates or will result in a 75 violation of any existing Applicable Law; or (ii) conflicts with, violates or will result in a 76 breach or default under any term or condition of any existing judgment, order or decree 77 of any court, administrative agency or other governmental authority, or of any existing 78 contract or instrument to which Contractor is a party or by which Contractor is bound. 79 2.05 NO LITIGATION 80 There is no action, suit, proceeding, or investigation at law or in equity, before or by any 81 court or governmental entity, pending or threatened against Contractor, or otherwise 82 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single 83 case or in the aggregate, would (a) materially adversely affect Contractor's performance 84 hereunder, (b) adversely affect the validity or enforceability of this Agreement, or (c) 85 have a material adverse effect on the financial condition of Contractor or the entity 86 providing the guaranty of Contractor's performance. 87 2.06 FINANCIAL CONDITION 88 Contractor has made available to Agency information on its financial condition. 89 Contractor recognizes that Agency has relied on this information in evaluating the 90 sufficiency of Contractor's financial resources to perform this Agreement. To the best of 91 Contractor's knowledge, this information is complete and accurate, does not contain any 92 material misstatement of fact and does not omit any fact necessary to prevent the 93 information provided from being materially misleading. Franchise Agreement for Collection Services with Recology San Mateo County City of Redwood City ATTY /AGR/2010.014 040510 Page 4 of 115