PLEASANTON GARBAGE FRANCHISE AGREEMENT 2022

City of Pleasanton Article 12. Other Agreements of the Parties Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 122 June 7, 2022 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES 4370 12.1 Relationship of Parties 4371 The Parties intend that Contractor shall perform the services required by this Agreement as an 4372 independent contractor engaged by City and not as an officer or employee of the City nor as a partner of 4373 or joint venturer with the City. No employee or agent of Contractor shall be or shall be deemed to be an 4374 employee or agent of the City. Except as expressly provided herein, Contractor shall have the exclusive 4375 control over the manner and means of conducting the Solid Waste, Recyclable Materials, Organic 4376 Materials, C&D and Bulky Items Collection, Transportation, Processing and Disposal services performed 4377 under this Agreement, and all Persons performing such services. Contractor shall be solely responsible 4378 for the acts and omissions of its officers, employees, Subcontractors, and agents. Neither Contractor nor 4379 its officers, employees, Subcontractors, and agents shall obtain any rights to retirement benefits, workers' 4380 compensation benefits, or any other benefits which accrue to City employees by virtue of their 4381 employment with the City. 4382 12.2 Compliance with Law 4383 In providing the services required under this Agreement, Contractor shall at all times, at its sole cost, 4384 comply with all Applicable Laws, permits and licenses of the United States, the State of California and the 4385 City and with all applicable regulations promulgated by federal, State, regional or local administrative and 4386 regulatory agencies, now in force and as they may be enacted, issued or amended during the Term. 4387 12.3 Governing Law 4388 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 4389 State of California. 4390 12.4 Jurisdiction 4391 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 4392 courts of Alameda County in the State of California, which shall have exclusive jurisdiction over such 4393 lawsuits. 4394 With respect to venue, the Parties agree that this Agreement is made in and will be performed in Alameda 4395 County. 4396 12.5 Assignment 4397 For purposes of this Section the term assignment shall be given the broadest possible interpretation, and 4398 shall include, but not be limited to (i) a sale, exchange, or other transfer of substantially all of Contractor's 4399 assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange, or other transfer 4400 of outstanding common stock of Contractor to a third party provided said sale, exchange, or transfer 4401 would result in a change of control of Contractor (defined as a change in the ownership of more than ten 4402 percent (10%) of the outstanding common stock from the ownership at the time the Agreement was 4403 entered); (iii) any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or 4404