PLEASANTON GARBAGE FRANCHISE AGREEMENT 2018

City of Pleasanton Article 2. Representations and Warranties of the Contractor Franchise Agreement with Pleasanton Garbage Service 538 ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE 539 CONTRACTOR 540 2.1 Corporate Status 541 Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 542 State of California. It is qualified to transact businesses in the State of California and has the power to 543 own its properties and to carry on its business as now owned and operated and as required by this 544 Agreement. 545 2.2 Corporate Authorization 546 Contractor has the authority to enter into and perform its obligations under this Agreement. The Board 547 of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by law, its 548 articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. The 549 Person signing this Agreement on behalf of Contractor has authority to do so, and the Corporate 550 Secretary's Certificate in Exhibit J confirms this. This Agreement constitutes the legal, valid, and binding 551 obligation of the Contractor. 552 2.3 Agreement Will Not Cause Breach 553 To the best of Contractor's knowledge, after reasonable investigation, the execution or delivery of this 554 Agreement or the performance of this Agreement by Contractor of its obligations hereunder does not 555 conflict with, violate, or result in breach of: (i) any Applicable Law; or (ii) any term or condition of any 556 judgment, order or decree of any court, administrative agency or other governmental authority, or any 557 Agreement or instrument to which Contractor is a party or by which Contractor or any of its properties or 558 assets are bound, or constitutes a default thereunder. 559 2.4 No Litigation 560 To the best of Contractor's knowledge, after reasonable investigation,there is no action,suit, proceeding 561 or investigation,at law or in equity, before or by any court or governmental authority,commission,board, 562 agency or instrumentality decided, pending or threatened against Contractor wherein an unfavorable 563 decision, ruling or finding, in any single case or in the aggregate,would: 564 A. Materially adversely affect the performance by Contractor of its obligations hereunder; 565 B. Adversely affect the validity or enforceability of this Agreement;or, 566 C. Have a material adverse effect on the financial condition of Contractor,Guarantor, or any surety or 567 entity guaranteeing Contractor's performance under this Agreement. 568 2.5 lo Adverse . uthiai Decisions 569 To the best of Contractor's knowledge, after reasonable investigation, there is no judicial decision that 570 affects the validity of this Agreement and may subject this Agreement to legal challenge. City of Pleasanton Page 19 March 8, 2018