§ 8.12.751. Assignment.

All franchise agreements awarded by the board of supervisors shall be subject to the following limitations on transfer or assignment:

(1)

Neither party shall assign its rights nor delegate or otherwise transfer its obligations under this agreement to any other person without the prior written consent of the other party. Any such assignment made without the consent of the other party shall be void and the attempted assignment shall constitute a material breach of this agreement. The county may, however, assign its rights and delegate its obligations under this agreement to a joint powers authority, district, or similar governmental entity without the prior written consent of franchisee. For purposes of this section, "assignment" shall include, but not be limited to:

a.

A sale, exchange or other transfer to a third party of at least twenty-five percent of franchisee's assets dedicated to service under this agreement; and

b.

A sale, exchange or other transfer to a third party, including other shareholders, of outstanding common stock of franchisee which may result in a change of control of franchisee; and

c.

Any dissolution, reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which franchisee or any of its shareholders is a party which results in a change of ownership or control of franchisee; and

d.

Any assignment by operation of law, including insolvency or bankruptcy, assignment for the benefit of creditors, writ of attachment for an execution being levied against this agreement, appointment of a receiver taking possession of franchisee's property, or transfers occurring in a probate or other estate proceeding; and

e.

Any combination of the foregoing (whether or not in related or contemporaneous transactions, which has the effect of any such transfer or change of ownership, or change of control of franchisee.

(2)

Franchisee acknowledges that this agreement involves rendering a vital service to county residents and businesses, and that county has selected franchisee to perform the services specified herein based on:

a.

Franchisee's experience, skill and reputation for conducting its solid waste management operations in a safe, effective and responsible fashion, at all times in keeping with applicable local, state and federal environmental laws, regulations and best waste management practices; and

b.

Franchisee's financial resources to maintain the required equipment and to support its indemnity obligations to county under this agreement.

County will rely on each of these factors, among others, in choosing franchisee to perform the services to be rendered by franchisee under this agreement.

(3)

If franchisee requests county's consideration of and consent to an assignment, county may deny or approve such request at its discretion. County will not unreasonably withhold its consent. The county is concerned about the possibility that assignment could result in significant rate increases, as well as a change in the quality of service. Accordingly, the following standards have been set to ensure that assignment will result in continued quality service. In addition, the county reserves the right to solicit competitive bids for these services if the assignment results in a request by the assignee for rate increases that are higher than the inflationary index and do not reflect value changes in service standards. At a minimum, no request by franchisee for consent to an assignment need be considered by county unless and until franchisee has met the following requirements:

a.

Franchisee shall undertake to pay county its reasonable expenses (including attorneys fees and other professional services fees) to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment;

b.

Franchisee shall furnish county with audited financial statements of the proposed assignee's operations for the immediately preceding three operating years;

c.

Franchisee shall furnish county with satisfactory proof:

1.

That the proposed assignee has at least ten years of solid waste management experience on a scale equal to or exceeding the scale of operations conducted by franchisee under this agreement,

2.

That in the last five years, the proposed assignee or affiliates has not suffered any significant citations or other censure from any federal, state or local agency having jurisdiction over its waste management operations due to any significant failure to comply with state, federal or local environmental laws, and that the assignee has provided county with a complete list of such citations and censures,

3.

That the proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion,

4.

That the proposed assignee conducts its solid waste management practices in accordance with sound waste management practices in full compliance with all federal, state and local laws regulating the collection and disposal of solid waste, including hazardous wastes, and

5.

Of any other information required by county to ensure the proposed assignee can fulfill the terms of this agreement in a timely, safe and effective manner.

(4)

Under no circumstances shall the county be obliged to consider any proposed assignment by franchisee if franchisee is in default of its franchise agreement at any time during the period of consideration.

(Ord. 2831 § 1, 1998)