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July 15, 2024 Page 52 City of San Leandro Post Collection ARTICLE 11. 2009 REPRESENTATIONS AND WARRANTIES OF 2010 THE PARTIES 2011 The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2012 Article. 2013 11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2014 Contractor has the authority to enter this Agreement and perform its obligations under this Agreement . 2015 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2016 law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement . 2017 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2018 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of the Contractor. 2019 11.3 AGREEMENT WILL NOT CAUSE BREACH 2020 To the best of Contractor's and City’s knowledge after reasonable investigation, the execution or delivery 2021 of this Agreement or the performance by such Party of its respective obligations hereunder does not 2022 conflict with, violate, or result in a breach: (i) of any Applicable Law; or (ii) any term or condition of any 2023 judgment, order, or decree of any court, administrative agency, or other governmental authority, or any 2024 agreement or instrument to which Contractor or City is a party or by which Contractor or any of its 2025 properties or assets are bound, or constitutes a default hereunder. 2026 11.4 NO LITIGATION 2027 To the best of Contractor's and City’s knowledge after reasonable investigation, there is no action, suit, 2028 proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 2029 commission, board, agency, or instrumentality decided, pending, or threatened against either Party 2030 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2031 A. Materially adversely affect the performance by such Party of its obligations hereunder; 2032 B. Adversely affect the validity or enforceability of this Agreement; or, 2033 C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 2034 guaranteeing Contractor's performance under this Agreement. 2035 11.5 NO ADVERSE JUDICIAL DECISIONS 2036 To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no judicial 2037 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2038 11.6 NO LEGAL PROHIBITION 2039 To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2040 on the date that Party signed this Agreement that would prohibit the performance of that Party’s 2041 obligations under this Agreement and the transactions contemplated hereby. 2042 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C