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consent to an assignment need be considered by City unless and until Contractor has <br />met the following requirements: <br />a) Contractor shall pay to City in advance of consideration of any assignment a flat <br />fee of $250,000 for expenses for City staff costs, consultant and attorney's fees and <br />investigation costs necessary to investigate the suitability of any proposed <br />assignee, and to review and finalize any documentation required as a condition <br />for approving any such assignment; <br />b) Contractor shall pay the City a transfer fee equal to 1 % of the gross revenues <br />times the number of years (pro -rated for partial years) remaining under this <br />Agreement (based on actual rate revenues for the prior 12-months), plus the <br />City's costs of processing and evaluating the assignment request; <br />c) Contractor shall furnish City with audited financial statements of the proposed <br />assignee's operations for the immediately preceding three (3) operating years; <br />d) A proforma financial statement (income statement and balance sheet) for the <br />proposed assignee with the projected results of operations assuming that the <br />assignment is completed. Such proforma financial statement shall reflect any <br />debt to be incurred by the assignee as part of the acquisition of Contractor's <br />operations; and, <br />e) Contractor shall furnish City with satisfactory proof: (i) that the proposed <br />assignee has at least ten (10) years of Solid Waste management experience on a <br />scale equal to or exceeding the sale of operations conducted by Contractor under <br />this Agreement; (ii) that in the last five (5) years, the proposed assignee has not <br />suffered any significant citations or other censure from any federal, state or local <br />agency having jurisdiction over its Solid Waste management operations due to <br />any significant failure to comply with state, federal or local Environmental. Laws <br />and that the assignee has provided City with a complete list of such citations and <br />censures; (iii) that the proposed assignee has at all times conducted its operations <br />in an environmentally safe and conscientious fashion; (iv) that the proposed <br />assignee conducts its Solid Waste management practices in accordance with <br />sound Solid Waste management practices in full compliance with all federal, state <br />and local laws regulating the Collection and Disposal of Solid Waste including <br />Hazardous Material; and, (v) of any other information required by City to ensure <br />August 17, 2021 165 City of Santa Ana <br />