PLEASANTON DOWNTOWN ASSOCIATION - DOWNTOWN PLEASANTON BUSINESS IMPROVEMENT DISTRICT

7 the cancellation; and 3) be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies. (d) Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees, and agents. (e) Defense Costs. Coverage shall be provided on a “pay on behalf of” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusions. 14. 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 the Association are its agents, servants, and employees and are not agents, servants, or employees of the City. 15. TERMINATION OF AGREEMENT. (a) The term of this Agreement will be for one (1) year, expiring on December 31, 2025, whereby the City Manager may extend an additional year, expiring on December 31, 2026, on his/her determination that the agreement should remain in effect to allow review of the assessment structure to be completed, 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. 16. NOTICES. All notices herein required shall be in writing and shall be sent by certified mail, postage prepaid, addressed as follows: Docusign Envelope ID: F8FB1108-2F99-4460-9D5D-2DB9B012961BDocusign Envelope ID: C41547DB-5DA5-405A-B67D-AAB02BFAF329