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2.5.2 City Option to Extend <br />City, in its sole discretion, may authorize an extension ("Extension Period") of up to <br />thirty-six (36) months. The Extension Period shall be on a month -to -month basis. <br />During the Extension Period, and in addition to rights of termination set forth <br />elsewhere in this Agreement, this Agreement may be terminated by City at any time, <br />without cause, if City gives Contractor a 90-day written notice of termination. City <br />may, upon 90-days' advance written notice to Contractor prior to expiration of the Term <br />of Agreement as defined in Section 2.4, or prior to the expiration of an extended term by <br />mutual agreement under Section 2.5.1, exercise the twenty-four (24) month extension <br />option. If City provides this extension notice, then the Agreement Term will <br />automatically renew on a month -to -month basis, up to a total of twenty-four (24) <br />months, unless earlier terminated pursuant to this Agreement. <br />2.6 Representations and Warranties of Contractor <br />Contractor hereby covenants, represents, and warrants the following to City for the <br />purpose of inducing City to enter into this Agreement and to consummate the <br />transaction contemplated hereby, all of which shall be true as of the date of this <br />Agreement and as of the Effective Date: <br />a) Contractor is wholly owned by , a corporation duly <br />organized and validly existing as a corporation under the laws of the State of <br />b) Neither the execution of this Agreement nor the delivery by Contractor of <br />services nor the performance by Contractor of its obligations hereunder: (1) <br />conflicts with, violates or results in a breach of any Applicable Law; (2) conflicts <br />with, violates or results in a breach of any term or condition of any judgment, <br />decree, agreement (including, without limitation, the certificate of incorporation <br />of Contractor) or instrument to which Contractor is a party or by which <br />Contractor or any of its properties or assets are bound, or constitutes a default <br />under any such judgment, decree, agreement or instrument; or (3) will result in <br />the creation or imposition of any encumbrance of any nature whatsoever upon <br />any of the properties or assets of Contractor. <br />c) There is no action, suit or other proceeding as of the date of this Agreement, at <br />law or in equity, or to the best of Contractor's knowledge, any investigation, <br />March 9, 2020 20 City of Santa Ana - DRAFT <br />60A-109 <br />