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that no other insurance effected by City or other named insured will be called on to cover a loss <br /> covered thereunder. <br /> b. Workers' Compensation Insurance. Workers'Compensation Insurance for all of Contractor's <br /> employees, all in strict compliance with State laws,and to protect the City from any and all claims <br /> thereunder, including waiver of subrogation. <br /> c. Certificate of Insurance. Contractor shall file a certificate of insurance with the City prior to <br /> the City's execution of this Agreement, and prior to engaging in any operation or activity set forth <br /> in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded <br /> by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits <br /> without providing notice to the City in accordance with California Insurance Code section 677.2 <br /> which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) <br /> include the reasons for the cancellation; and 3)be given at least 30 days prior to the effective date <br /> of the cancellation, except that in the case of cancellation for nonpayment of premiums or for <br /> fraud, the notice shall be given no less than 10 days prior to the effective date of the <br /> cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the <br /> insured shall provide thirty (30) days prior written notice to the City of any cancellation, <br /> suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by <br /> this agreement. The City reserves the right to require complete certified copies of policies. <br /> 6. Independent Contractor. The Contractor is an independent contractor retained by the City to <br /> perform the work described herein. All personnel employed by the Contractor, including <br /> subcontractors, and personnel of said subcontractors,are not and shall not be employees of the <br /> City. <br /> 7. Miscellaneous Provisions. <br /> a. City may terminate this Agreement at any time by mailing notice to Contractor at the address <br /> first stated above. Contractor shall be paid for that portion of work completed when notice is <br /> received. <br /> b. Contractor shall not assign or transfer this Agreement. <br /> c. In the performance of this Agreement, Contractor, its employees and agents shall have the <br /> status of independent contractor,and not an employee of the City for any purpose. <br /> d. If either City or Contractor waive a breach of this Agreement, such waiver shall not constitute <br /> a waiver of other or succeeding breaches of this Agreement. <br /> e. This Agreement may be executed in multiple counterparts, each of which shall be an original <br /> and all of which together shall constitute one agreement. Counterparts may be delivered via <br /> facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal <br /> E-Sign Act of 2000(15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions <br /> Act(Cal. Civil Code §1633.1 et seq.),or other applicable law)or other transmission method, and <br /> 2 <br />