Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract (F) Governmental Approvals. The City has obtained or will obtain in the course of its performance hereunder, the Governmental Approvals which the City must obtain in its own name as required under this Service Contract. (G) Claims and Demands. Except as disclosed in writing to the Company, to the best of its knowledge, there are no material and adverse claims or demands based in environmental, contract or tort law pending or threatened against the City with respect to the Facilities. (H) Applicable Law Compliance. To the best of its knowledge (1) the City is not in material violation of any Applicable Law pertaining to the Facilities, and (2) the City has not received notice of a violation or an alleged violation of any such Applicable Law. (I) Hazardous Materials and Regulated Substances. To the best of its knowledge and without having undertaken any specific inquiry or investigation in connection with making this representation, there are no pre-existing Hazardous Materials or Regulated Substances present upon or beneath the Facilities except those substances which are typically present at wastewater treatment facilities for their intended use in the operation and maintenance of such facilities. (J) Information Supplied bv the City. The information supplied and representations and warranties made by the City are true, correct and complete to the best of the City's knowledge. SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants that: (A) Existence and Powers. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with the full legal right, power and authority to enter into and perform its obligations under this Service Contract. (B) Due Authorization and Binding Obligation. This Service Contract has been duly authorized, executed and delivered by all necessary corporate action of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights from time to time in effect and by equitable principles of general application. (C) No Conflict. To the best of its knowledge, neither the execution and delivery by the Company of this Service Contract nor the performance by the Company of its obligations in connection with the transactions contemplated hereby or the fulfIllment by the Company of the terms or conditions hereof: (1) conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to the Company; or (2) conflicts 23