HomeMy WebLinkAboutGilroy Interim FA - Guaranty of Performance (Execution Version)GUARANTY OF PERFORMANCE
For valuable consideration, Recology Inc., a California corporation ("Guarantor"), the
parent company of Recology South Valley ("Contractor"), hereby unconditionally guarantees
the full and faithful performance and satisfaction by Contractor of all of Cont ractor's obligations
and liabilities under and arising from the agreement between City of Gilroy ("City") and
Contractor dated August 15, 2022 ("Agreement").
Guarantor acknowledges that this Guarantee will directly benefit Guarantor and is given
to induce City to enter into the Agreement with Contractor.
If Contractor fails to perform any of the services or obligations required by the
Agreement, or is in any way in default thereunder, or if Contractor fails to pay any amount
which it becomes obligated to pay City relating to its performance or failure to perform the
Agreement, Guarantor shall be fully obligated to perform such services and obligations, cure
any such default and make such payments in the same manner and to the same extent required
by the Agreement or any applicable decision or order in connection therewith. No notice or
demand of any such failure or default by Contractor shall be required to be given to Guarantor.
No right or power of City hereunder shall be deemed to have been waived by any act or
conduct of City or by any neglect to exercise that right or power, or by any delay in so doing,
and every right and power shall continue in full force and effect until specifically waived or
released in writing executed by City. Guarantor authorizes City, without notice or demand to
Guarantor, to modify, compromise or extend any obligation or liability of Contractor, or any
part thereof, under or arising from the Agreement.
Any indebtedness of Contractor now or hereafter held by Guarantor is hereby
subordinated to any and all indebtedness of Contractor to City under or arising from the
Agreement. Guarantor assumes all responsibility for keeping itself informed of Contractor's
performance or non-performance of services and obligations under the Agreement, of
Contractor's assets and financial condition, and of any other factors bearing on the nature,
scope and extent of the risks undertaken by Guarantor under this Guarantee.
Guarantor waives any right to require City to proceed against Contractor or pursue any
other remedy in City's power whatsoever. In addition to the obligations and liabilities
guaranteed hereunder, Guarantor agrees to pay attorneys' fees, costs and expenses incurred by
City in enforcing this Guarantee. This Guarantee of Guarantor shall be binding on Guarantor
and its successors and assigns, and this Guarantee shall enure to the benefit of City and its
successors and assigns. The laws of the State of California shall govern all matters of
construction, validity and performance of this Guarantee , which may not be waived, altered,
modified or amended except in a writing duly signed by City and Guarantor.
DocuSign Envelope ID: 9B41E40A-920E-4656-9561-E911842BFD19DocuSign Envelope ID: 6A0B5976-18AD-4DE8-A497-C41A9127CEDF
If any provision of this Guarantee is held to be invalid or unenforceable then, to
the extent necessary to effectuate the original intent of the parties as closely as
practicable, this Guarantee shall be construed as though it did not contain that provision,
and the rights and liabilities of the parties to this Guarantee shall be construed and
enforced accordingly.
In any action or proceeding arising from or pertaining to this Guaranty, neither
party shall challenge the validity of the Agreement or the manner of its adoption.
The undersigned are duly elected officers of Guarantor and are authorized to
execute this Guarantee on behalf of Guarantor in accordance with the attached resolution
duly adopted by its Board of Directors.
Dated: RECOLOGY INC.
_____________________
By: Salvatore M. Coniglio
Its: Chief Executive Officer
August 22, 2022
DocuSign Envelope ID: 9B41E40A-920E-4656-9561-E911842BFD19DocuSign Envelope ID: 6A0B5976-18AD-4DE8-A497-C41A9127CEDF