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(e) Said policies shall name the City as an additional insured and shall constitute primary insurance as to the City, its officers, agents and employees, so that any other policies held by City shall not contribute to any loss under said insurance under the stated limits. Said policies shall provide for thirty (30) days prior written notice to the City of cancellation or material change. (f) Certificates or other sufficient proof that these insurance provisions have been complied with must be filed with the City. Copies of said certificates shall also be submitted to the City on an annual basis, detailing proof of insurance requirements. (g) If Association does not keep such insurance in full force and effect, the City may, upon receiving notice of cancellation of said insurance, elect to terminate this Agreement effective on the date said insurance coverage is terminated. (15) ASSOCIATION'S STATUS. In the performance of the services set forth in this Agreement, the Association shall have the status of an independent contractor, and the Association and its members shall not be considered to be employees of the City for any purpose. All persons working for or under the direction of Association are its agents, servants, and employees and are not agents, servants, or employees of the City. (16) TERMINATION OF AGREEMENT. (a) The term of this Agreement will be for five (5) years and 72 days, expiring on December 31, 2019, but the City may terminate this Agreement at any time for failure of the Association to comply with this Agreement by mailing a notice in writing to the Association, giving the Association sixty (60) days' notice of the City's intent to so terminate. The termination shall be effective on the 61st day after providing such notice. This Agreement shall then be deemed terminated, and no further funding shall be allocated by the City to the Association. If the Agreement is terminated, the money allocated to the Association shall be limited only to the encumbrances at the time of termination. (b) The Association may terminate this Agreement by giving City sixty (60) days' notice of intent to so terminate. The termination shall be effective on the 61st day after providing such notice. (17) NOTICES. All notices herein required shall be in writing and shall be sent by certified mail, postage prepaid, addressed as follows: Pleasanton Downtown Association 4725 First Street, Suite 200 Pleasanton, CA 94566 Attn: Executive Director 6