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July 15, 2024 Page 61 City of San Leandro/ACI Franchise Agreement mutually established by the parties), Contractor and the operator of the Designated Facility or Approved 2423 Reusable Materials Processing Facility have met and conferred in good faith but have not resolved the 2424 dispute, either party to the dispute may notify the City and the City shall attempt to facilitate by means 2425 of the dispute resolution procedure in accordance with Section 10.9 (if the involved party agrees) as well 2426 as any applicable provisions of the involved party’s contract with the City (if any). Contractor shall continue 2427 performance during the dispute resolution process. 2428 ARTICLE 11. 2429 REPRESENTATIONS AND WARRANTIES OF 2430 THE PARTIES 2431 The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2432 Article. 2433 11.1 CONTRACTOR’S CORPORATE STATUS 2434 Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 2435 State. It is qualified to transact business in the State and has the power to own its properties and to carry 2436 on its business as now owned and operated and as required by this Agreement. 2437 11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2438 Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. 2439 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2440 law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. 2441 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2442 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of the Contractor. 2443 11.3 AGREEMENT WILL NOT CAUSE BREACH 2444 To the best of Contractor's and City’s knowledge after reasonable investigation, the execution or delivery 2445 of this Agreement or the performance by such Party of its respective obligations hereunder does not 2446 conflict with, violate, or result in a breach: (i) of any Applicable Law; or (ii) any term or condition of any 2447 judgment, order, or decree of any court, administrative agency or other governmental authority, or any 2448 agreement or instrument to which Contractor or City is a party or by which Contractor or any of its 2449 properties or assets are bound, or constitutes a default hereunder. 2450 11.4 NO LITIGATION 2451 To the best of Contractor's and City’s knowledge after reasonable investigation, there is no action, suit, 2452 proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 2453 commission, board, agency, or instrumentality decided, pending, or threatened against either Party 2454 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2455 A. Materially adversely affect the performance by such Party of its obligations hereunder; 2456 B. Adversely affect the validity or enforceability of this Agreement; or 2457 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A