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<br />REV: 03-16-18 MI
<br />ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO
<br />Page 111 of 119
<br />ARTICLE 15 4459
<br />OTHER AGREEMENTS OF THE PARTIES 4460
<br />15.01 RELATIONSHIP OF PARTIES 4461
<br />The Parties intend that Contractor shall perform the services required by this Agreement 4462
<br />as an independent contractor engaged by Agency and not as an officer or employee of 4463
<br />Agency nor as a partner of or joint venturer with Agency. No employee or agent of 4464
<br />Contractor shall be deemed to be an employee or agent of Agency. Except as expressly 4465
<br />provided herein, Contractor shall have the exclusive control over the manner and means 4466
<br />of conducting the services performed under this Agreement, and over all Persons 4467
<br />performing such services. Contractor shall be solely responsible for the acts and 4468
<br />omissions of its officers, employees, Subcontractors, and agents. Neither Contractor nor 4469
<br />its officers, employees, Subcontractors, and agents shall obtain any rights to retirement 4470
<br />benefits, workers’ compensation benefits, or any other benefits which accrue to Agency 4471
<br />employees by virtue of their employment with Agency. 4472
<br />15.02 COMPLIANCE WITH LAW 4473
<br />In providing the services required under this Agreement, Contractor shall at all times 4474
<br />comply with all Applicable Laws of the United States, the State and Agency, with all 4475
<br />applicable ordinances, regulations promulgated by federal, state, regional, or local 4476
<br />administrative and regulatory agencies, and by Agency, now in force and as they may be 4477
<br />enacted, issued, or amended during the Term, and with all permits affecting the services 4478
<br />to be provided. 4479
<br />15.03 ASSIGNMENT 4480
<br />Contractor acknowledges that this Agreement involves rendering a vital service to 4481
<br />Agency’s residents and businesses, and that Agency has selected Contractor to perform 4482
<br />the services specified herein based on (i) Contractor’s experience, skill, and reputation for 4483
<br />conducting its operations in a safe, effective, and responsible fashion, and (ii) Contractor’s 4484
<br />and the Guarantor’s financial resources to maintain the required equipment and to support 4485
<br />its indemnity obligations to Agency under this Agreement. Agency has relied on each of 4486
<br />these factors, among others, in choosing Contractor to perform the services to be 4487
<br />rendered by Contractor under this Agreement. 4488
<br />A. Agency Consent Required. Contractor shall not assign its rights or delegate or 4489
<br />otherwise transfer its obligations under this Agreement to any other Person without 4490
<br />the prior written consent of Agency. Any such assignment made without the consent 4491
<br />of Agency shall be void and the attempted assignment shall constitute a Contractor 4492
<br />default. 4493
<br />B. Assignment Defined. For the purpose of this Section, “assignment” shall include, 4494
<br />but not be limited to, (i) a sale, exchange, or other transfer to a third party of 4495
<br />substantially all of Contractor’s assets dedicated to service under this Agreement; (ii) 4496
<br />a sale, exchange, or other transfer of outstanding common stock of Contractor to a 4497
<br />Person who is not a shareholder as of the Effective Date which results in a change in 4498
<br />control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-4499
<br />capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow 4500
<br />arrangement, liquidation, or other transaction which results in a change of ownership 4501
<br />6.2.B. - Page 124
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