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City of Pleasanton Article 12. Other Agreements of the Parties Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 125 June 7, 2022March 8, 2018 voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a 4378 Change of Control; (iv) any assignment by operation of law, including those resulting from mergers or 4379 acquisitions by or of Contractor or any of its Affiliates, insolvency or bankruptcy, making assignment for 4380 the benefit of creditors, writ of attachment for an execution being levied against this Agreement, 4381 appointment of a receiver taking possession of Contractor's property, or transfer occurring in the event 4382 of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or 4383 contemporaneous transactions) which results in a Change of Control. Notwithstanding the foregoing, 4384 transfers of outstanding shares of Contractor’s common stock to existing shareholders, family members 4385 or family trusts will not be counted in determining a Change of Control and will not constitute an 4386 assignment for purposes of Section 9.6 above or this Section 12.5, unless such transfer results in a change 4387 in the concentration of ownership between the Molinaro family (50%) and the Macchiano family (50%). 4388 Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and 4389 businesses, and that City has selected Contractor to perform the services specified herein based on (i) 4390 Contractor's experience, skill and reputation for conducting services required under this Agreement in a 4391 safe, effective and responsible fashion, at all times in keeping with Applicable Law, regulations and best 4392 Solid Waste and Diversion management practices, and (ii) Contractor's financial resources to maintain the 4393 required equipment and to support its indemnity obligations to City under this Agreement. City has relied 4394 on each of these factors, among others, in choosing Contractor to perform the services to be rendered by 4395 Contractor under this Agreement. 4396 12.5.1 Requirements of the Contractor 4397 Contractor shall not enter into negotiations to assign its rights, or delegate, subcontract or otherwise 4398 transfer any of Contractor’s obligations under this Agreement (collectively referred to as an “assignment”) 4399 to any other Person for a period of three (3) years from the Commencement Date of this Agreement. 4400 After such three (3) year period Contractor shall not assign its rights, nor delegate, subcontract or 4401 otherwise transfer any of Contractor’s obligations under this Agreement to any other Person without the 4402 prior written consent of the City Council. Any such assignment made without the consent of the City 4403 Council shall be void and the attempted assignment shall constitute a material breach of this Agreement. 4404 If Contractor requests City Council's consideration of and consent to an assignment, City Council may deny 4405 or approve such request in its sole discretion. Any request for an assignment shall be made in a manner 4406 to be prescribed by the City Contract Manager or their designee, and no request by Contractor for consent 4407 to an assignment need be considered by City unless and until Contractor has met (or with respect to 4408 matters that would only occur upon completion of the assignment if approved, made reasonable 4409 assurances that it will meet) the following requirements: 4410 A. Contractor shall undertake to pay City its reasonable expenses for attorney's fees and investigation 4411 costs necessary to investigate the suitability of any proposed assignee, and to review and finalize 4412 any documentation required as a condition for approving any such assignment. An advance 4413 payment of one hundred thousand dollars ($100,000) towards expenses shall be paid to City prior 4414 to City consideration of any assignment request and Contractor shall be responsible for paying all 4415 costs incurred by City in considering a request for assignment, including those in excess of the 4416 aforesaid deposit amount, regardless of whether City consents to the assignment. 4417