RES 2025015 - Laserfiche WebLink

City of Pleasanton/____________ DRAFT C-1 Processing Agreement, Exhibit C EXHIBIT C: GUARANTY AGREEMENT THIS GUARANTY (the "Guaranty") is given as of the [___] day of [________], 2025, by _____________., ("Guarantor"), to the CITY OF PLEASANTON ("City"). THIS GUARANTY is made with reference to the following facts and circumstances: A. _________________ (“Contractor”) is a corporation organized under the laws of the State of California, all of the issued and outstanding stock of which is owned by Guarantor. B. Guarantor is a corporation organized under the laws of the State of California. C. Contractor and the City have negotiated an Agreement for Materials Processing and Diversion Services (such agreement, as it may be amended, modified or waived from time to time, the “Agreement”), under which Contractor is to provide specified services to the City. A copy of this Agreement is attached hereto and incorporated herein by this reference. D. It is a requirement of the Agreement, and a condition to the City's entering into the Agreement, that Guarantor guaranty Contractor's performance of the Agreement. E. Guarantor is providing this Guaranty to induce the City to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: 1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of the Agreement which Contractor is required to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms or conditions of the Agreement, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees prompt payment to the City of each and every sum due from Contractor to the City under the Agreement, as and when due from time to time, and the prompt performance of every other task and duty required to be performed by the Contractor under the Agreement. 2. Guarantor’s Obligations Are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional, unlimited, and, with respect to any payment obligation of Contractor under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditioned upon the genuineness, validity, regularity, or enforceability of the Agreement. 3. Waivers and Subordination. The Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under Section 1 hereof for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Contractor; (2) any amendment, modification or waiver of any provision of the Agreement or the extension of its Term; (3) the actual or purported rejection of the Agreement by a trustee in bankruptcy, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, extension, release or