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1.5 Affiliate <br />"Affiliate" means all businesses (including corporations, limited and general <br />partnerships and sole proprietorships) which are directly or indirectly related to <br />Contractor by virtue of direct or indirect ownership interest or common management <br />shall be deemed to be "Affiliated with" Contractor and included within the term <br />"Affiliates" as used herein. An Affiliate shall include a business in which Contractor <br />owns a direct or indirect ownership interest, a business which has a direct or indirect <br />ownership interest in Contractor and/or a business which is also owned, controlled or <br />managed by any business or individual which has a direct or indirect ownership <br />interest in Contractor. For purposes of determining whether an indirect ownership <br />interest exists, the constructive ownership provisions of Section 318(a) of the Internal <br />Revenue Code of 1986, as in effect on the date of this Agreement, shall apply; provided, <br />however, that (i) "ten percent (10%")" shall be substituted for "fifty percent (50%")" in <br />Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall <br />be disregarded. For purposes of determining ownership under this paragraph and <br />constructive or indirect ownership under Section 318(a), ownership interest of less than <br />ten percent (10%") shall be disregarded and percentage interests shall be determined on <br />the basis of the percentage of voting interest or value which the ownership interest <br />represents, whichever is greater. Being an Affiliate does not exempt a business from the <br />application of assignment requirements under Section 12.5. <br />1.6 Agreement <br />"Agreement" means this Franchise Agreement between City and Contractor for <br />Collection, transportation, Recycling, processing and Disposal of Solid Waste, and other <br />services related to meeting the goals and requirements of AB 939, including all exhibits <br />and attachments, and any amendments thereto. <br />1.7 Applicable Law <br />"Applicable Law" means all statutes, rules, regulations, guidelines, actions, <br />determinations, Permits, orders, or requirements of the United States, State, county, <br />City and local and regional government authorities and agencies having applicable <br />jurisdiction, that apply to or govern the Facility, the Site or the performance of the <br />Parties' respective obligations hereunder, including any of the foregoing which concern <br />health, safety, fire, environmental protection, labor relations, mitigation monitoring <br />March 9, 2020 N i5 _9 w City of Santa Ana - DRAFT <br />