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