AgdaPkt 2018-03-26 Joint SA PFA - Laserfiche WebLink

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REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO Page 112 of 119 or control of Contractor; (iv) any assignment by operation of law, including insolvency 4502 or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an 4503 execution being levied against this Agreement, appointment of a receiver taking 4504 possession of Contractor’s property, or transfer occurring in the event of a probate 4505 proceeding; and (v) any combination of the foregoing (whether or not in related or 4506 contemporaneous transactions) which has the effect of any such transfer or change 4507 of ownership, or change of control of Contractor. 4508 C. Consent Requirements. If Contractor requests Agency’s consideration of and 4509 consent to an assignment, Agency may deny or approve such request in its complete 4510 discretion. No request by Contractor for consent to an assignment need be 4511 considered by Agency unless and until Contractor has met the following 4512 requirements: 4513 1. Contractor shall pay Agency its reasonable expenses for attorneys’ fees and 4514 investigation costs necessary to investigate the suitability of any proposed 4515 assignee, and to review and finalize any documentation required as a condition for 4516 approving any such assignment; 4517 2. Contractor shall furnish Agency with audited financial statements of the proposed 4518 assignee’s operations for the immediately preceding three (3) operating years; 4519 3. Contractor shall furnish Agency with satisfactory proof: (i) that the proposed 4520 assignee has at least ten (10) years of Solid Waste/Recycling management 4521 experience on a scale equal to or exceeding the scale of operations conducted by 4522 Contractor under this Agreement; (ii) that in the last five (5) years, the proposed 4523 assignee has not been the subject of any administrative or judicial proceedings 4524 initiated by a federal, State, or local agency having jurisdiction over its operations 4525 due to an alleged failure to comply with federal, State, or local laws or that the 4526 proposed assignee has provided Agency with a complete list of such proceedings 4527 and their status; (iii) that the proposed assignee conducts its operations in a safe 4528 and environmentally conscientious manner, in accordance with sound Solid W aste 4529 management practices in full compliance with all federal, State, and local laws 4530 regulating the Collection and Disposal of Solid W aste and all Environmental Laws; 4531 and (iv) of any other information required by Agency to ensure the proposed 4532 assignee can fulfill the terms of this Agreement in a timely, safe, and effective 4533 manner. 4534 D. No Obligation to Consider. Agency will not be obligated to consider a proposed 4535 assignment if Contractor is in default. 4536 15.04 AFFILIATED ENTITY 4537 Contractor will not form or use any Affiliate to perform any of the services or activities 4538 which Contractor is required or allowed to perform under this Agreement, other than as a 4539 Subcontractor approved by Agency under Section 15.04. 4540 If Contractor enters into any financial transactions with an Affiliate for the provision of labor, 4541 equipment, supplies, services, or capital related to the furnishing of service under this 4542 Agreement, that relationship shall be disclosed to Agency, and in the financial reports 4543 submitted to Agency. In such event, Agency's rights to inspect records and obtain financial 4544 data shall extend to records and data of such Affiliate that are relevant to those specific 4545 financial transactions. 4546 6.2.B. - Page 125