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k <br />+ City of Santa Ana <br />3.8 ASSIGNMENT <br />Except as provided herein, Contractor may not delegate, transfer or assign its <br />rights or otherwise transfer its obligations, in whole or in part, under the proposed <br />contract to any other person or entity without first obtaining the prior written consent of <br />the City of Santa Ana and OCFA and not for 180 days after the formal contract award. <br />Any such assignment or transfer without the prior written consent of the City of Santa <br />Ana and OCFA shall be void, the attempted assignment shall constitute a breach of the <br />Contract, and if discovered during the bidding process will be grounds for rejection of <br />the bid. For purposes of this section, the following will be considered to be a "transfer" <br />or "assignment": <br />3.8.1 Change in Business Structure <br />Any change in the business structure, including but not limited to, changes <br />from or to: (a) a sole proprietorship; (b) a partnership, including any change in the <br />partners; (c) a corporation, including any change in the shareholders, whether by <br />operation of law or otherwise; <br />3.8.2 Bankruptcy <br />Bankruptcy, an assignment for the benefit of creditors, or the appointment <br />of a receiver; or <br />3.8.3 Transfer <br />A transfer by any of the owners, shareholders or members (whichever is <br />applicable) of Contractor of greater than ten percent (10%) of the ownership <br />interest, stock or membership interest (whichever is applicable) in Contractor's <br />business, issued as of the Effective Date by the Contractor, or the sale or <br />transfer of over twenty-five percent (25%) of the assets of the Contractor. In the <br />event a Contractor experiences regular stock exchanges in excess of the ten <br />percent (10%) threshold, a separate agreement may be negotiated to set a <br />threshold that still provides the City of Santa Ana and OCFA with the protections <br />City of Santa Ana Page 130 <br />Fire/EMS Emergency Ambulance Transportation and Related Services <br />Request for Proposals: # 18-059 <br />August 28, 2018 <br />