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Guarantee Agreement <br />This Guarantee Agreement (this “Guarantee”), dated as of ____________, 2024, is made and <br />entered into by USA Waste of California, Inc., a Delaware corporation (“Guarantor”). <br />W I T N E S S E T H: <br />WHEREAS, Waste Management of Alameda County, Inc., a subsidiary of Guarantor (the <br />“WM Subsidiary”) has entered into an Agreement between City of San Leandro and Waste <br />Management of Alameda County, Inc. for Post-Collection Solid Waste Services (the <br />“Agreement”) effective as of _________ with City of San Leandro, California (the “City”) <br />pursuant to which WM Subsidiary shall perform certain solid waste services to the City and its <br />residents; and <br />WHEREAS, Guarantor will directly or indirectly benefit from the Agreement; <br />NOW THEREFORE, in consideration of City entering into the Agreement, Guarantor <br />hereby covenants and agrees as follows: <br />1.GUARANTY. Subject to the provisions hereof, Guarantor hereby irrevocably and <br />unconditionally guarantees the timely payment when due of the financial obligations of WM <br />Subsidiary (the “Obligations”) to City in accordance with the Agreement. To the extent that WM <br />Subsidiary shall fail to pay any Obligations, Guarantor shall promptly pay to City the amount due. <br />This Guarantee shall constitute a guarantee of payment and not of collection. The liability of <br />Guarantor under the Guarantee shall be subject to the following: <br />Guarantor’s liability hereunder shall be and is specifically limited to payments expressly <br />required to be made in accordance with the Agreement (even if such payments are deemed to be <br />damages) and, except to the extent specifically provided in the Agreement, in no event shall <br />Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, <br />or any other damages, costs, or attorney’s fees. <br />2.DEMANDS AND NOTICE. If WM Subsidiary fails or refuses to pay any <br />Obligations, City shall notify WM Subsidiary in writing of the manner in which WM Subsidiary has <br />failed to pay and demand that payment be made by WM Subsidiary. If WM Subsidiary’s failure or <br />refusal to pay continues for a period of fifteen (15) days after the date of City’s notice to WM <br />Subsidiary, and City has elected to exercise its rights under this Guarantee, City shall make a demand <br />upon Guarantor (hereinafter referred to as a “Payment Demand”). A Payment Demand shall be in <br />writing and shall reasonably and briefly specify in what manner and what amount WM Subsidiary <br />has failed to pay and an explanation of why such payment is due, with a specific statement that City <br />is calling upon Guarantor to pay under this Guarantee. A Payment Demand satisfying the foregoing <br />requirements shall be deemed sufficient notice to Guarantor that it must pay the Obligations. A single <br />written Payment Demand shall be effective as to any specific default during the continuance of such <br />default, until WM Subsidiary or Guarantor has cured such default, and additional written demands <br />concerning such default shall not be required until such default is cured. <br />3.REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants <br />that: <br />Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C <br />September 12, 2024 | 4:39:01 PM PDT <br />September 12, 2024 | 4:39:01 PM PDT