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RES 221299
City of Pleasanton
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CITY CLERK
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2020-present
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2022
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RES 221299
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Last modified
7/14/2022 11:14:47 AM
Creation date
6/22/2022 11:32:12 AM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
6/7/2022
DESTRUCT DATE
PERMANENT
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City of Pleasanton Article 2. Representations and Warranties of the Contractor <br /> Franchise Agreement with Pleasanton Garbage Service <br /> <br />City of Pleasanton Page 18 June 7, 2022 <br />ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE 587 <br />CONTRACTOR 588 <br />2.1 Corporate Status 589 <br />Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 590 <br />State of California. It is qualified to transact businesses in the State of California and has the power to 591 <br />own its properties and to carry on its business as now owned and operated and as required by this 592 <br />Agreement. 593 <br />2.2 Corporate Authorization 594 <br />Contractor has the authority to enter into and perform its obligations under this Agreement. The Board 595 <br />of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by law, its 596 <br />articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. The 597 <br />Person signing this Agreement on behalf of Contractor has authority to do so, and the Corporate 598 <br />Secretary’s Certificate in Exhibit J confirms this. This Agreement constitutes the legal, valid, and binding 599 <br />obligation of the Contractor. 600 <br />2.3 Agreement Will Not Cause Breach 601 <br />To the best of Contractor's knowledge, after reasonable investigation, the execution or delivery of this 602 <br />Agreement or the performance of this Agreement by Contractor of its obligations hereunder does not 603 <br />conflict with, violate, or result in breach of: (i) any Applicable Law; or (ii) any term or condition of any 604 <br />judgment, order or decree of any court, administrative agency or other governmental authority, or any 605 <br />agreement or instrument to which Contractor is a party or by which Contractor or any of its properties or 606 <br />assets are bound, or constitutes a default thereunder. 607 <br />2.4 No Litigation 608 <br />To the best of Contractor's knowledge, after reasonable investigation, there is no action, suit, proceeding 609 <br />or investigation, at law or in equity, before or by any court or governmental authority, commission, board, 610 <br />agency or instrumentality decided, pending or threatened against Contractor wherein an unfavorable 611 <br />decision, ruling or finding, in any single case or in the aggregate, would: 612 <br />A. Materially adversely affect the performance by Contractor of its obligations hereunder; 613 <br />B. Adversely affect the validity or enforceability of this Agreement; or, 614 <br />C. Have a material adverse effect on the financial condition of Contractor, guarantor, or any surety or 615 <br />entity guaranteeing Contractor's performance under this Agreement. 616 <br />2.5 No Adverse Judicial Decisions 617 <br />To the best of Contractor’s knowledge, after reasonable investigation, there is no judicial decision that 618 <br />affects the validity of this Agreement and may subject this Agreement to legal challenge. 619
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