Agdapkt 2010-12-06 clsd and regular

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6.3A ' Page 56 i � 1 ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES 2 12.01 RELATIONSHIP OF PARTIES � 3 The parties intend that Contractor shall perform the services required by this Agreement 4 as an independent contractor engaged by Authority and not as an officer or employee of 5 the Authority nor as a partner of or joint venturer with the Authority. No employee or 6 agent of Contractor shall be deemed to be an employee or agent of Authority. Except as 7 expressly provided herein, Contractor shall have the exclusive control over the manner 8 and means of conducting the services performed under this Agreement, and over all 9 persons performing such services. Contractor shall be solely responsible for the acts 10 and omissions of its officers, employees, subcontractors and agents. Neither Contractor 11 nor its officers, employees, subcontractors and agents shall obtain any rights to 12 retirement benefits, workers' compensation benefits, or any other benefits which accrue 13 to Authority employees by virtue of their employment with Authority. 14 12.02 COMPLIANCE WITH LAW 15 In providing the services required under this Agreement, Contractor shall at all times 16 comply with all applicable laws of the United States, the State, the City of San Carlos 17 and with all applicable regulations promulgated by federal, state, regional or local 18 administrative and regulatory agencies now in force and as they may be enacted, issued 19 or amended during the Term, and with all permits affecting the services to be provided. 20 12.03 ASSIGNMENT 21 Contractor acknowledges that this Agreement involves rendering a vital service to 22 Authority's residents and businesses, and that Authority has selected Contractor to 23 perform the services specified herein based on (i) the experience, skill and reputation of 24 Contractor's Members for conducting their operations in a safe, effective and responsible 25 fashion, and (ii) the financial resources of Contractor's Members to maintain the required 26 equipment and to support Contractor's indemnity obligations to Authority under this 27 Agreement. Authority has relied on each of these factors, among others, in choosing 28 Contractor to perform the services to be provided by Contractor under this Agreement. 29 A. Authoritv Consent Reauired. Contractor shall not assign its rights or delegate or 30 othervvise transfer its obligations under this Agreement to any other Person without 31 the prior written consent of Authority. Any such assignment made without the 32 consent of Authority shall be void and the attempted assignment shall constitute a 33 Contractor Default. 34 B. Assiqnment Defined. For the purpose of this Section, "assignment" shall include, but 35 not be limited to, (i) a sale, exchange or other transfer to a third party of substantially 36 all of ContractoPs assets dedicated to service under this Agreement; (ii) a sale, 37 exchange or other transfer of a membership interest in Contractor to a person who is 38 not a Membe� as of the Effective Date which results in a change in control of 39 Contractor; (iii) any dissolution, reorganization, consolidation, merger, re- 40 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow 41 arrangement, liquidation or other transaction which results in a change of ownership 42 or control of Contractor; (iv) any assignment by operation of law, including insolvency 43 or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an 44 execution being levied against this Agreement, appointment of a receiver taking 45 possession of Contractor's property, or transfer occurring in the event of a probate 46 proceeding; and (v) any combination of the foregoing (whether or not in related or Operating Agreement for Shoreway Center Page - 47 - 7/30/09