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4545 ARTICLE 15 <br />4546 OTHER AGREEMENTS OF THE PARTIES <br />4547 15.01 RELATIONSHIP OF PARTIES <br />4548 The Parties intend that Contractor shall perform the services required by this Agreement <br />4549 as an independent contractor engaged by Agency and not as an officer or employee of <br />4550 Agency nor as a partner of or joint venturer with Agency. No employee or agent of <br />4551 Contractor shall be deemed to be an employee or agent of Agency. Except as expressly <br />4552 provided herein, Contractor shall have the exclusive control over the manner and means <br />4553 of conducting the services performed under this Agreement, and over all Persons <br />4554 performing such services. Contractor shall be solely responsible for the acts and <br />4555 omissions of its officers, employees, Subcontractors, and agents. Neither Contractor nor <br />4556 its officers, employees, Subcontractors, and agents shall obtain any rights to retirement <br />4557 benefits, workers' compensation benefits, or any other benefits which accrue to Agency <br />4558 employees by virtue of their employment with Agency. <br />4559 15.02 COMPLIANCE WITH LAW <br />4560 In providing the services required under this Agreement, Contractor shall at all times <br />4561 comply with all Applicable Laws of the United States, the State and Agency, with all <br />4562 applicable ordinances, regulations promulgated by federal, state, regional, or local <br />4563 administrative and regulatory agencies, and by Agency, now in force and as they may be <br />4564 enacted, issued, or amended during the Term, and with all permits affecting the services <br />4565 to be provided. <br />4566 15.03 ASSIGNMENT <br />4567 <br />Contractor acknowledges that this Agreement involves rendering a vital service to <br />4568 <br />Agency's residents and businesses, and that Agency has selected Contractor to perform <br />4569 <br />the services specified herein based on (i) Contractors experience, skill, and reputation <br />4570 <br />for conducting its operations in a safe, effective, and responsible fashion, and (ii) <br />4571 <br />Contractor's and the Guarantor's financial resources to maintain the required equipment <br />4572 <br />and to support its indemnity obligations to Agency under this Agreement. Agency has <br />4573 <br />relied on each of these factors, among others, in choosing Contractor to perform the <br />4574 <br />services to be rendered by Contractor under this Agreement. <br />4575 <br />A. Anencv Consent Required. Contractor shall not assign its rights or delegate or <br />4576 <br />otherwise transfer its obligations under this Agreement to any other Person without <br />4577 <br />the prior written consent of Agency. Any such assignment made without the <br />4578 <br />consent of Agency shall be void and the attempted assignment shall constitute a <br />4579 <br />Contractor default. <br />4580 <br />B. Assianment Defined. For the purpose of this Section, "assignment" shall include, <br />4581 <br />but not be limited to, (i) a sale, exchange, or other transfer to a third party of <br />4582 <br />substantially all of Contractors assets dedicated to service under this Agreement; <br />4583 <br />(ii) a sale, exchange, or other transfer of outstanding common stock of Contractor to <br />4584 <br />a Person who is not a shareholder as of the Effective Date which results in a <br />4585 <br />change in control of Contractor; (iii) any dissolution, reorganization, consolidation, <br />4586 <br />merger, re -capitalization, stock issuance or reissuance, voting trust, pooling <br />REV: 03-16-18 MI <br />Page 113 of 126 <br />ATTY/AGR.2018.054/Recology of San Mateo <br />