RES 2025015 - Laserfiche WebLink

April 1, 2025 55 City of Pleasanton/GreenWaste Recovery, LLC To Contractor: 2103 ________________ 2104 ________________ 2105 ________________ 2106 ________________ 2107 ________________ 2108 2109 13.6 Assignment and Transfer of Agreement 2110 Except to an Affiliate, neither Party shall assign its rights or delegate, subcontract, or otherwise transfer its 2111 obligations under this Agreement to any other Person without the prior written consent of the other Party. Any such 2112 assignment made without the consent of the other Party shall be void and the attempted assignment shall constitute 2113 a material breach of this Agreement. 2114 A. For purposes of this Section when used in reference to Contractor, “assignment” shall include, but not be 2115 limited to: (1) a sale, exchange or other transfer of at least fifty-one percent (51%) all of Contractor’s assets 2116 dedicated to service under this Agreement to a third party; (2) a sale, exchange or other transfer of 2117 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may result 2118 in a change of control of Contractor; (3) any dissolution, reorganization, consolidation, merger, re-2119 capitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, 2120 liquidation, subcontracting or lease-back arrangement, or other transaction to which results in a change of 2121 Ownership or control of Contractor; (4) any assignment by operation of law, including insolvency or 2122 bankruptcy, making assignment for the benefit of creditors, writ of attachment for an execution being levied 2123 against this Agreement, appointment of a receiver taking possession of Contractor’s property; and, (5) any 2124 combination of the foregoing (whether or not in related or contemporaneous transactions) which has the 2125 effect of any such transfer or change of Ownership, or change of control of Contractor. 2126 B. Contractor acknowledges that this Agreement involves rendering a vital service to the City’s residents and 2127 businesses, and that the City has selected Contractor to perform the Services specified herein based on: (1) 2128 Contractor’s experience, skill and reputation for conducting its materials management operations in a safe, 2129 effective and responsible fashion, at all times in keeping with Applicable Laws, regulations and good materials 2130 management practices; and, (2) Contractor’s financial resources to maintain the required equipment and to 2131 support its indemnity obligations to the City under this Agreement. The City has relied on each of these 2132 factors, among others, in choosing Contractor to perform the Services to be rendered by Contractor under 2133 this Agreement. 2134 C. If Contractor requests the City ’s consideration of and written consent to an assignment, the City may 2135 reasonably deny or approve such request in its complete discretion. 2136 D. No request by Contractor for consent to an assignment need be considered by the City unless and until 2137 Contractor has met the following requirements. However, the City may, in its sole discretion, waive one or 2138 more of these requirements: 2139 (1) Contractor shall pay the City its reasonable expenses for consultants’ fees, attorneys’ fees, and 2140 investigation costs necessary to investigate the suitability of any proposed assignee, and to review and 2141 finalize any documentation required as a condition for approving any such assignment; 2142 (2) Contractor shall furnish the City with audited financial statements of the proposed assignee’s 2143 operations for the immediately preceding three (3) operating years; and/or, 2144