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4587 agreement, escrow arrangement, liquidation, or other transaction which results in a 4588 change of ownership or control of Contractor; (iv) any assignment by operation of 4589 law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a 4590 writ of attachment for an execution being levied against this Agreement, 4591 appointment of a receiver taking possession of Contractor's property, or transfer 4592 occurring in the event of a probate proceeding; and (v) any combination of the 4593 foregoing (whether or not in related or contemporaneous transactions) which has 4594 the effect of any such transfer or change of ownership, or change of control of 4595 Contractor. 4596 C. Consent Reauirements. If Contractor requests Agency's consideration of and 4597 consent to an assignment, Agency may deny or approve such request in its 4598 complete discretion. No request by Contractor for consent to an assignment need 4599 be considered by Agency unless and until Contractor has met the following 4600 requirements: 4601 1. Contractor shall pay Agency its reasonable expenses for attorneys' fees and 4602 investigation costs necessary to investigate the suitability of any proposed 4603 assignee, and to review and finalize any documentation required as a condition 4604 for approving any such assignment; 4605 2. Contractor shall furnish Agency with audited financial statements of the proposed 4606 assignee's operations for the immediately preceding three (3) operating years; 4607 3. Contractor shall furnish Agency with satisfactory proof: (i) that the proposed 4608 assignee has at least ten (10) years of Solid Waste/Recycling management 4609 experience on a scale equal to or exceeding the scale of operations conducted 4610 by Contractor under this Agreement; (ii) that in the last five (5) years, the 4611 proposed assignee has not been the subject of any administrative or judicial 4612 proceedings initiated by a federal, State, or local agency having jurisdiction over 4613 its operations due to an alleged failure to comply with federal, State, or local laws 4614 or that the proposed assignee has provided Agency with a complete list of such 4615 proceedings and their status; (iii) that the proposed assignee conducts its 4616 operations in a safe and environmentally conscientious manner, in accordance 4617 with sound Solid Waste management practices in full compliance with all federal, 4618 State, and local laws regulating the Collection and Disposal of Solid Waste and 4619 all Environmental Laws; and (iv) of any other information required by Agency to 4620 ensure the proposed assignee can fulfill the terms of this Agreement in a timely, 4621 safe, and effective manner. 4622 D. No Obligation to Consider. Agency will not be obligated to consider a proposed 4623 assignment if Contractor is in default. 4624 15.04 AFFILIATED ENTITY 4625 Contractor will not form or use any Affiliate to perform any of the services or activities 4626 which Contractor is required or allowed to perform under this Agreement, other than as a 4627 Subcontractor approved by Agency under Section 15.04. 4628 If Contractor enters into any financial transactions with an Affiliate for the provision of 4629 labor, equipment, supplies, services, or capital related to the furnishing of service under 4630 this Agreement, that relationship shall be disclosed to Agency, and in the financial 4631 reports submitted to Agency. In such event, Agency's rights to inspect records and REV: 03-16-18 MI Page 114 of 126 ATTY/AGR.2018.054/Recology of San Mateo