Agmt09 South Bay Recycling, LLC - Laserfiche WebLink

Browse Search

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 contemporaneous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor. The term "assignment" also includes (1) any change in the identity of the members of the Contractor, (2) the sale or other transfer of substantially all of the assets of any member of the Contractor (including in the context of a bankruptcy or other insolvency proceeding or an assignment for the benefit of creditors), and (3) any event that results in a change of voting power, as defined in California Corporations Code, with respect to the persons who exercise such voting power in a member of Contractor on the date of this Agreement, other than a transfer to members of such person's immediate family. C. Consent Reauirements. If Contractor requests Authority's consideration of and consent to an assignment, Authority may deny or approve such request in its complete discretion. No request by Contractor for consent to an assignment need be considered by Authority unless and until Contractor has met the following requirements: 1) Contractor shall pay Authority its reasonable expenses for attorneys' fees and investigation costs necessary to investigate the suitability of any proposed assignee, and, to review and finalize any documentation required as a condition for approving any such assignment; 2) Contractor shall furnish Authority with audited financial statements of the proposed assignee's operations for the immediately preceding three (3) operating years; 3) Contractor shall furnish Authority with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of solid waste/recycling management experience on a scale equal to or exceeding the scale of operations conducted by Contractor under this Agreement; (ii) that in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, state or local agency having jurisdiction over its operations due to an alleged failure to comply with federal, state or local laws or that the proposed assignee has provided Authority with a complete list of such proceedings and their status; (iii) that the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound waste management practices in full compliance with all federal, state and local laws regulating the handling and transfer of waste and recyclable materials and all Environmental Laws; (iv) of any other information required by Authority to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner. D. No Obliaation to Consider. Authority will not be obligated to consider a proposed assignment if Contractor is in default. 40 12.04 SUBCONTRACTING 41 Contractor shall not engage any subcontractors to perform any of the services required 42 of it by Articles 5 or 6 of this Agreement without the prior written consent of Authority. 43 Contractor shall notify Authority no later than ninety (90) days prior to the date on which 44 it proposes to enter into a subcontract. Authority may approve or deny any such request 45 in its sole discretion. Operating Agreement for Shoreway Center Page - 48 - 7/30/09