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<br />July 15, 2024 Page 54 City of San Leandro Post Collection
<br />without the consent of the other Party shall be void and the attempted assignment shall constitute a 2077
<br />material breach of this Agreement. 2078
<br />For purposes of this Section, "assignment" shall include, but not be limited to: (i) a sale, exchange, or other 2079
<br />transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to service 2080
<br />under this Agreement to a third party; (ii) a sale, exchange, or other transfer of ten percent (10%) or more 2081
<br />of the local, regional, and/or corporate stock or ownership of Contractor to a Person (other than a transfer 2082
<br />of shares in Contractor by the owner of such shares to members of the owner’s family or a trust for the 2083
<br />benefit of the owner’s family, to Contractor or to another owner of shares in Contractor) except that no 2084
<br />cumulative sale, exchange, or transfer of shares may exceed twenty percent (20%) during the Term of the 2085
<br />Agreement (other than a transfer of shares in Contractor by the owner of such shares to members of the 2086
<br />owner’s family or a trust for the benefit of the owner’s family, to Contractor or to another owner of shares 2087
<br />in Contractor); (iii) any reorganization, consolidation, merger, recapitalization, stock issuance or re-2088
<br />issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to which 2089
<br />Contractor or any of its shareholders is a party that results in a change of ownership or control of ten 2090
<br />percent (10%) or more of the value or voting rights in the local, regional, and/or corporate stock of 2091
<br />Contractor (excluding as the result of changes in ownership or control between an owner of shares in 2092
<br />Contractor and Contractor, members of the owner’s family, or a trust for the benefit of the owner’s 2093
<br />family); (iv) any reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, 2094
<br />voting trust, pooling agreement, escrow arrangement, liquidation , or other transaction to which 2095
<br />Contractor or any of its shareholders is a party that results in a change of ownership or control of ten 2096
<br />percent (10%) or more of the value or voting rights in the local, regional, and/or corporate stock of 2097
<br />Contractor that results from changes in ownership or control between an owner of shares in Contractor 2098
<br />and another owner of shares in Contractor unless Contractor engages a professional manager to oversee 2099
<br />this Agreement; (v) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, Transfer 2100
<br />station) used by Contractor to fulfill its obligations under this Agreement; and, (vi) any combination of the 2101
<br />foregoing (whether or not in related or contemporaneous transactions) that has the effect of any such 2102
<br />transfer or change of local, regional, and/or corporate ownership and/or control of Contractor. For 2103
<br />purposes of this Section, the term "proposed assignee" shall refer to the proposed transferee(s) or other 2104
<br />successor(s) in interest pursuant to the assignment. Except in the event of roman numeral (iv) above, the 2105
<br />requirements of this section do not apply in the event of an assignment to an Affiliate of Contractor having 2106
<br />the same ultimate parent (an “Affiliate Transfer”). 2107
<br />Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and 2108
<br />businesses, and that City has selected Contractor to perform the services specified herein based on: (i) 2109
<br />Contractor's experience, skill, and reputation for conducting its Organic Materials, C&D Debris, and Solid 2110
<br />Waste management operations in a safe, effective, and responsible fashion, at all times in keeping with 2111
<br />Applicable Law, regulations, and good waste management practices; and, (ii) Contractor's financial 2112
<br />resources on a local, regional, and/or corporate level to maintain the required equipment and to support 2113
<br />its indemnity obligations to City under this Agreement. City has relied on each of these factors, among 2114
<br />others, in choosing Contractor to perform the services to be rendered by Contractor under this 2115
<br />Agreement. 2116
<br />If Contractor requests City's consideration of and consent to an assignment, City may deny or approve 2117
<br />such request in its sole and complete discretion. No request by Contractor for consent to an assignment 2118
<br />need be considered by City unless and until Contractor has met the following requirements. The City may, 2119
<br />in its sole discretion, waive one (1) or more of these requirements. 2120
<br />Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C
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