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2 <br /> <br /> c. 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 /> <br /> d. 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 /> <br />7. 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 /> <br />8. Miscellaneous Provisions. <br /> <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 goods provided / work completed <br />when notice is received. <br /> <br /> b. Contractor shall not assign or transfer this Agreement. <br /> <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 /> <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 /> <br />e. This Agreement constitutes the entire understanding of the parties. In the event of any conflict <br />with OMNIA Participating Public Agency Terms, or Cintas General Service Terms, this <br />Agreement shall prevail. <br /> <br />f. This Agreement may be executed in multiple counterparts, each of which shall be an <br />original and all of which together shall constitute one agreement. Counterparts may be <br />delivered via facsimile, electronic mail (including pdf or any electronic signature <br />complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California <br />Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other <br />applicable law) or other transmission method, and any counterpart so delivered shall be <br />deemed to have been duly and validly delivered and be valid and effective for all <br />purposes. <br />     <br />    <br /><br />     <br /> DocuSign Envelope ID: 5F39934F-9041-4B67-9200-F811E7795D41