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July 15, 2024 Page 63 City of San Leandro/ACI Franchise Agreement 12.4 JURISDICTION 2490 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 2491 courts of Alameda County in the State of California, which shall have exclusive jurisdiction over such 2492 lawsuits. With respect to venue, the Parties agree that this Agreement is made in and will be performed 2493 in Alameda County. 2494 12.5 BINDING ON SUCCESSORS 2495 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2496 permitted assigns of the Parties. 2497 12.6 ASSIGNMENT 2498 Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2499 to any other Person without the prior written consent of the other Party. Any such assignment made 2500 without the consent of the other Party shall be void and the attempted assignment shall constitute a 2501 material breach of this Agreement. 2502 For purposes of this Section, "assignment" shall include, but not be limited to: (i) a sale, exchange, or other 2503 transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to service 2504 under this Agreement to a third party; (ii) a sale, exchange, or other transfer of ten percent (10%) or more 2505 of the local, regional, and/or corporate stock or ownership of Contractor to a Person (other than a transfer 2506 of shares in Contractor by the owner of such shares to members of the owner’s family or a trust for the 2507 benefit of his family, to Contractor or to another owner of shares in Contractor) except that no cumulative 2508 sale, exchange, or transfer of shares may exceed twenty percent (20%) during the Term of the Agreement 2509 (other than a transfer of shares in Contractor by the owner of such shares to members of the owner’s 2510 family or a trust for the benefit of his family, to Contractor or to another owner of shares in Contractor); 2511 (iii) any reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, voting trust, 2512 pooling agreement, escrow arrangement, liquidation, or other transaction to which Contractor or any of 2513 its shareholders is a party that results in a change of ownership or control of ten percent (10%) or more 2514 of the value or voting rights in the local, regional, and/or corporate stock of Contractor (excluding as the 2515 result of changes in ownership or control between an owner of shares in Contractor and Contractor, 2516 members of the owner’s family, or a trust for the benefit of the owner’s family, or to another owner of 2517 shares in Contractor); (iv) any reorganization, consolidation, merger, recapitalization, stock issuance or 2518 re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to 2519 which Contractor or any of its shareholders is a party that results in a change of ownership or control of 2520 ten percent (10%) or more of the value or voting rights in the local, regional, and/or corporate stock of 2521 Contractor (other than from changes in ownership or control between an owner of shares in Contractor 2522 and another owner of shares in Contractor) unless Contractor engages a professional manager to oversee 2523 this Agreement; (v) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, transfer 2524 station) used by Contractor to fulfill its obligations under this Agreement; and, (vi) any combination of the 2525 foregoing (whether or not in related or contemporaneous transactions) that has the effect of any such 2526 transfer or change of local, regional, and/or corporate ownership and/or control of Contractor. For 2527 purposes of this Section, the term "proposed assignee" shall refer to the proposed transferee(s) or other 2528 successor(s) in interest pursuant to the assignment. 2529 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A