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RES 221299
City of Pleasanton
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RES 221299
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7/14/2022 11:14:47 AM
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6/22/2022 11:32:12 AM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
6/7/2022
DESTRUCT DATE
PERMANENT
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City of Pleasanton Article 12. Other Agreements of the Parties <br /> Franchise Agreement with Pleasanton Garbage Service <br /> <br />City of Pleasanton Page 123 June 7, 2022 <br />re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction which 4405 <br />results in a change of control; (iv) any assignment by operation of law, including those resulting from 4406 <br />mergers or acquisitions by or of Contractor or any of its Affiliates, insolvency or bankruptcy, making 4407 <br />assignment for the benefit of creditors, writ of attachment for an execution being levied against this 4408 <br />Agreement, appointment of a receiver taking possession of Contractor's property, or transfer occurring in 4409 <br />the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related 4410 <br />or contemporaneous transactions) which results in a change of control. Notwithstanding the foregoing, 4411 <br />transfers of outstanding shares of Contractor’s common stock to existing shareholders, family members 4412 <br />or family trusts will not be counted in determining a change of control and will not constitute an 4413 <br />assignment for purposes of Section 9.6 above or this Section, unless such transfer results in a change in 4414 <br />the concentration of ownership between the Molinaro family (50%) and the Macchiano family (50%). 4415 <br />Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and 4416 <br />businesses, and that City has selected Contractor to perform the services specified herein based on (i) 4417 <br />Contractor's experience, skill, and reputation for conducting services required under this Agreement in a 4418 <br />safe, effective, and responsible fashion, at all times in keeping with Applicable Law, regulations and best 4419 <br />Solid Waste and Diversion management practices, and (ii) Contractor's financial resources to maintain the 4420 <br />required equipment and to support its indemnity obligations to City under this Agreement. City has relied 4421 <br />on each of these factors, among others, in choosing Contractor to perform the services to be rendered by 4422 <br />Contractor under this Agreement. 4423 <br />12.5.1 Requirements of the Contractor 4424 <br />Contractor shall not enter into negotiations to assign its rights, or delegate, subcontract, or otherwise 4425 <br />transfer any of Contractor’s obligations under this Agreement (collectively referred to as an “assignment”) 4426 <br />to any other Person for a period of three (3) years from the Commencement Date of this Agreement. 4427 <br />After such three (3) year period Contractor shall not assign its rights, nor delegate, subcontract, or 4428 <br />otherwise transfer any of Contractor’s obligations under this Agreement to any other Person without the 4429 <br />prior written consent of the City Council. Any such assignment made without the consent of the City 4430 <br />Council shall be void and the attempted assignment shall constitute a material breach of this Agreement. 4431 <br />If Contractor requests City Council's consideration of and consent to an assignment, City Council may deny 4432 <br />or approve such request in its sole discretion. Any request for an assignment shall be made in a manner 4433 <br />to be prescribed by the City Contract Manager or their designee, and no request by Contractor for consent 4434 <br />to an assignment need be considered by City unless and until Contractor has met (or with respect to 4435 <br />matters that would only occur upon completion of the assignment if approved, made reasonable 4436 <br />assurances that it will meet) the following requirements: 4437 <br />A. Contractor shall undertake to pay City its reasonable expenses for attorney's fees and investigation 4438 <br />costs necessary to investigate the suitability of any proposed assignee, and to review and finalize 4439 <br />any documentation required as a condition for approving any such assignment. An advance 4440 <br />payment of one hundred thousand dollars ($100,000) towards expenses shall be paid to City prior 4441 <br />to City consideration of any assignment request and Contractor shall be responsible for paying all 4442 <br />costs incurred by City in considering a request for assignment, including those in excess of the 4443 <br />aforesaid deposit amount, regardless of whether City consents to the assignment. 4444
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