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City of Pleasanton Article 2. Representations and Warranties of the Contractor Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 20 June 7, 2022March 8, 2018 ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE 609 CONTRACTOR 610 2.1 Corporate Status 611 Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 612 State of California. It is qualified to transact businesses in the State of California and has the power to 613 own its properties and to carry on its business as now owned and operated and as required by this 614 Agreement. 615 2.2 Corporate Authorization 616 Contractor has the authority to enter into and perform its obligations under this Agreement. The Board 617 of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by law, its 618 articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. The 619 Person signing this Agreement on behalf of Contractor has authority to do so, and the Corporate 620 Secretary’s Certificate in Exhibit J confirms this. This Agreement constitutes the legal, valid, and binding 621 obligation of the Contractor. 622 2.3 Agreement Will Not Cause Breach 623 To the best of Contractor's knowledge, after reasonable investigation, the execution or delivery of this 624 Agreement or the performance of this Agreement by Contractor of its obligations hereunder does not 625 conflict with, violate, or result in breach of: (i) any Applicable Law; or (ii) any term or condition of any 626 judgment, order or decree of any court, administrative agency or other governmental authority, or any 627 Agreement or instrument to which Contractor is a party or by which Contractor or any of its properties or 628 assets are bound, or constitutes a default thereunder. 629 2.4 No Litigation 630 To the best of Contractor's knowledge, after reasonable investigation, there is no action, suit, proceeding 631 or investigation, at law or in equity, before or by any court or governmental authority, commission, board, 632 agency or instrumentality decided, pending or threatened against Contractor wherein an unfavorable 633 decision, ruling or finding, in any single case or in the aggregate, would: 634 A. Materially adversely affect the performance by Contractor of its obligations hereunder; 635 B. Adversely affect the validity or enforceability of this Agreement; or, 636 C. Have a material adverse effect on the financial condition of Contractor, Guarantor, or any surety or 637 entity guaranteeing Contractor's performance under this Agreement. 638 2.5 No Adverse Judicial Decisions 639 To the best of Contractor’s knowledge, after reasonable investigation, there is no judicial decision that 640 affects the validity of this Agreement and may subject this Agreement to legal challenge. 641