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6.3A <br /> Page 57 <br /> 1 contemporaneous transactions) which has the effect of any such transfer or change <br /> 2 of ownership, or change of control of Contractor. The term "assignment" also <br /> 3 includes (1) any change in the identity of the members of the Contractor, (2) the sale <br /> 4 or other transfer of substantially all of the assets of any member of the Contractor <br /> 5 (including in the context of a bankruptcy or other insolvency proceeding or an <br /> 6 assignment for the benefit of creditors), and (3) any event that results in a change of <br /> 7 voting power, as defined in Califomia Corporations Code, with respect to the persons <br /> 8 who exercise such voting power in a member of Contractor on the date of this <br /> 9 Agreement, other than a transfer to members of such person's immediate family. <br /> 10 C. Consent Requirements. If Contractor requests Authority's consideration of and <br /> 11 consent to an assignment, Authority may deny or approve such request in its '� <br /> 12 complete discretion. No request by Contractor for consent to an assignment need be <br /> 13 considered by Authority unless and until Contractor has met the following <br /> 14 requirements: <br /> 15 1) Contractor shall pay Authority its reasonable expenses for attomeys' fees <br /> 16 and investigation costs necessary to investigate the suitability of any <br /> 17 proposed assignee, and to review and finalize any documentation <br /> 18 required as a condition for approving any such assignment; <br /> 19 2) Contractor shall furnish Authority with audited financial statements of the <br /> 20 proposed assignee's operations for the immediately preceding #hree (3) <br /> 21 operating years; <br /> 22 3) Contractor shall furnish Authority with satisfactory proof: (i) that the <br /> 23 proposed assignee has at least ten (10) years of solid waste/recycling � <br /> 24 management experience on a scale equal to or exceeding the scale of I <br /> 25 operations conducted by Contractor under this Agreement; (ii) that in the <br /> 26 last five (5) years, the proposed assignee has not been the subject of any <br /> 27 administrative or judicial proceedings initiated by a federal, state or Iocal <br /> 28 agency having jurisdiction over its operations due to an alleged failure to <br /> 29 comply with federal, state or local laws or that the proposed assignee has <br /> 30 provided Authority with a complete list of such proceedings and their <br /> 31 status; (iii) that the proposed assignee conducts its operations in a safe <br /> 32 and environmentally conscientious manner, in accordance with sound <br /> 33 waste management practices in full compliance with all federal, state and , <br /> 34 local laws regulating the handling and transfer of waste and recyclable <br /> 35 matenals and all Environmental Laws; (iv) of any other information ' <br /> 36 required by Authority to ensure the proposed assignee can fulfill the terms ' <br /> 37 of this Agreement in a timely, safe and effective manner. <br /> 38 D. No �bliQation to Consider. Authority will not be obligated to consider a <br /> 39 proposed assignment if Contractor is in default. <br /> 40 12.04 SUBCONTRACTING <br /> 41 Contractor shall not engage any subcontractors to perform any of the services required <br /> 42 of it by Articles 5 or 6 of this Agreement without the prior written consent of Authority. <br /> 43 Contractor shall notify Authority no later than ninety (90) days prior to the date on which <br /> 44 it proposes to enter into a subcontract. Authority may approve or deny any such request <br /> 45 in its sole discretion. <br /> Operating Agreement for Sho�eway Center <br /> Page - 48 - 7/�0�� <br />