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City of Pleasanton Article 12. Other Agreements of the Parties Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 126 June 7, 2022March 8, 2018 B. Contractor shall pay the City a transfer assignment right fee equal to two hundred fifty thousand 4418 dollars ($250,000). This payment shall be due no later than five (5) calendar days before final closing 4419 of the assignment but if paid and the assignment shall not be completed, it shall be refunded to the 4420 Contractor. If there shall be an escrow-type arrangement with an escrow agent, financial institution 4421 or other third party in connection with the assignment and the documentation thereof and payment 4422 of the purchase price to Contractor in consideration of the assignment by the assignee, then a 4423 payment of this amount by Contractor to the escrow agent or institution who is instructed to pay it 4424 over to the City upon closing of the assignment, then such payment shall be considered as compliant 4425 with this subsection. 4426 C. Contractor shall furnish City with audited financial statements of the proposed assignee's 4427 operations for the immediately preceding three (3) operating years. 4428 D. Contractor shall furnish City with proof satisfactory to City: (i) that the proposed assignee has at 4429 least five (5) years of Solid Waste, Recyclable Materials, and Organic Materials management 4430 experience on a scale equal to or exceeding the scale of operations conducted by Contractor under 4431 this Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any 4432 significant citations or other censure from any federal, State or local agency having jurisdiction over 4433 its Solid Waste, Recyclable Materials, and Organic Materials management operations which are 4434 materially greater than those suffered by similar companies engaged in Solid Waste, Recyclable 4435 Materials, and Organic Materials management operations due to any significant failure to comply 4436 with State, federal or local Applicable Law and that the assignee has provided City with a complete 4437 list of any such citations and censures; (iii) that the proposed assignee has at all times conducted its 4438 operations in an environmentally safe and conscientious fashion as compared with similar 4439 companies engaged in Solid Waste, Recyclable Materials, and Organic Materials management 4440 operations; (iv) that the proposed assignee conducts its Solid Waste, Recyclable Materials, and 4441 Organic Materials management practices in accordance with sound management practices in full 4442 compliance with all federal, State and local laws regulating the handling of Solid Waste, Recyclable 4443 Materials, and Organic Materials including Hazardous Substances, and; (v) proposed assignee(s) 4444 financial resources are sufficient to ensure ability to meet all of Contractor’s obligations under this 4445 Agreement. 4446 E. Contractor shall furnish the City with any other information required by City to ensure the proposed 4447 assignee can fulfill the terms of this Agreement in a timely, safe, and effective manner. 4448 Under no circumstances shall City be obliged to consider any proposed assignment if Contractor is in 4449 default at any time during the period of consideration. Should City consent to any assignment request, 4450 such assignment shall not take effect until all conditions relating to City’s approval have been met. 4451 12.5.2 Requirements of the Proposed Assignee 4452 In approving an assignment, City may require that the proposed assignee agree to one or more of the 4453 following: 4454 A. Reasonable increases in the insurance limits, or modifications in the insurance requirements 4455 contained in Section 9.5. 4456