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12.2 COMPLIANCE WITH APPLICABLE LAW <br />In providing the services required under this Agreement, the Contractor shall at all times, at its sole cost, <br />comply with all Applicable Laws. <br />12.3 GOVERNING LAW <br />This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the <br />State of California. <br />12.4 JURISDICTION <br />Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the <br />courts of the State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to <br />venue, the parties agree that this Agreement is made in and shall be performed in Alameda County. <br />12.5 CONTRACTOR ASSIGNMENT <br />A. Definition. For purposes of this Article, "assignment" shall include, but not be limited to (i) a <br />sale, exchange or other transfer of substantially all of the Contractor's assets dedicated to service under <br />this Agreement to a third party; (ii) a sale, exchange or other transfer of thirty (30) percent or more of the <br />outstanding common stock of the Contractor; (iii) any reorganization, consolidation, merger recapitalization, <br />stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other <br />transaction to which the Contractor or any of its shareholders is a party which results in a change of <br />ownership or control of thirty (30) percent or more of the value or voting rights in the stock of the <br />Contractor; and (iv) any combination of the foregoing (whether or not in related or contemporaneous <br />transactions) which has the effect of any such transfer or change of ownership. If the Contractor is not a <br />corporation, an assignment shall also include, among other things, any transfer or reorganization that has <br />an effect similar to the situations described in foregoing sentence for corporations. For purposes of this <br />Article, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in <br />interest pursuant to the assignment If the Contractor is a subsidiary of another corporation or business <br />entity, any "assignment," as defined above, by the parent company or corporation shall be considered an <br />assignment by the Contractor. <br />B. Ci Consent The Contractor acknowledges that this Agreement involves rendering a vital <br />service to the City's residents and businesses, and that the City has relied upon the Contractor's <br />representation of its experience and financial resources in qualifying the Contractor to perform the services <br />under this Agreement Except as provided in this Article, the Contractor shall neither assign its rights nor <br />delegate, subcontract, or otherwise transfer its obligations under this Agreement to any other person or <br />entity without the prior written consent of the City. Any such assignment without the consent of the City <br />shall be void and the attempted assignment shall constitute a material breach of this Agreement Under no <br />circumstances shall the City be required to consider any proposed assignment if there is an uncured Event <br />l~~wpa~~eW~,~frenchisenew~.wpa ovovoo Page 52 of 59 <br />