Agmt10 Recology San Mateo County

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• • 4264 ARTICLE 15 OTHER AGREEMENTS OF THE PARTIES 4265 15.01 RELATIONSHIP OF PARTIES 4266 The Parties intend that Contractor shall perform the services required by this Agreement 4267 as an independent contractor engaged by Agency and not as an officer or employee of 4268 Agency nor as a partner of or joint venturer with Agency. No employee or agent of 4269 Contractor shall be deemed to be an employee or agent of Agency. Except as expressly 4270 provided herein, Contractor shall have the exclusive control over the manner and means 4271 of conducting the services performed under this Agreement, and over all Persons 4272 performing such services. Contractor shall be solely responsible for the acts and 4273 omissions of its officers, employees, Subcontractors and agents. Neither Contractor nor 4274 its officers, employees, Subcontractors and agents shall obtain any rights to retirement 4275 benefits, workers' compensation benefits, or any other benefits which accrue to Agency 4276 employees by virtue of their employment with Agency. 4277 15.02 COMPLIANCE WITH LAW 4278 In providing the services required under this Agreement, Contractor shall at all times 4279 comply with all applicable laws of the United States, the State and Agency, with all 4280 applicable regulations promulgated by federal, State, regional or local administrative and 4281 regulatory agencies, and by Agency, now in force and as they may be enacted, issued 4282 or amended during the Term, and with all permits affecting the services to be provided. 4283 15.03 ASSIGNMENT 4284 Contractor acknowledges that this Agreement involves rendering a vital service to 4285 Agency's residents and businesses, and that Agency has selected Contractor to perform 4286 the services specified herein based on (i) Contractor's experience, skill and reputation 4287 for conducting its operations in a safe, effective and responsible fashion, and (ii) 4288 Contractor's and the Guarantor's financial resources to maintain the required equipment 4289 and to support its indemnity obligations to Agency under this Agreement. Agency has 4290 relied on each of these factors, among others, in choosing Contractor to perform the 4291 services to be rendered by Contractor under this Agreement. 4292 A. Agency Consent Required. Contractor shall not assign its rights or delegate or 4293 otherwise transfer its obligations under this Agreement to any other Person without 4294 the prior written consent of Agency. Any such assignment made without the 4295 consent of Agency shall be void and the attempted assignment shall constitute a 4296 Contractor default. 4297 B. Assignment Defined. For the purpose of this Section, "assignment" shall include, 4298 but not be limited to, (i) a sale, exchange or other transfer to a third party of 4299 substantially all of Contractor's assets dedicated to service under this Agreement; 4300 (ii) a sale, exchange or other transfer of outstanding common stock of Contractor to 4301 a Person who is not a shareholder as of the Effective Date which results in a 4302 change in control of Contractor; (iii) any dissolution, reorganization, consolidation, 4303 merger, re- capitalization, stock issuance or reissuance, voting trust, pooling 4304 agreement, escrow arrangement, liquidation or other transaction which results in a 4305 change of ownership or control of Contractor; (iv) any assignment by operation of 4306 law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a Franchise Agreement for Collection Services with Recology San Mateo County City of Redwood City ATTY /AGR/2010.014 040510 Page 107 of 115