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July 15, 2024 Page 62 City of San Leandro/ACI Franchise Agreement C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 2458 guaranteeing Contractor's performance under this Agreement. 2459 11.5 NO ADVERSE JUDICIAL DECISIONS 2460 To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no judicial 2461 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2462 11.6 NO LEGAL PROHIBITION 2463 To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2464 on the date that Party signed this Agreement that would prohibit the performance of that Party’s 2465 obligations under this Agreement and the transactions contemplated hereby. 2466 11.7 CONTRACTOR’S ABILITY TO PERFORM 2467 Contractor possesses the business, professional, and technical expertise to perform all services, 2468 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. 2469 Contractor possesses the ability to secure equipment, facility, and employee resources required to 2470 perform its obligations under this Agreement. 2471 ARTICLE 12. 2472 OTHER AGREEMENTS OF THE PARTIES 2473 12.1 RELATIONSHIP OF PARTIES 2474 The Parties intend that Contractor shall perform the services required by this Agreement as an 2475 independent Contractor engaged by City and neither as an officer nor employee of City, nor as a partner 2476 or agent of, or joint venturer with, City. No employee or agent of Contractor shall be, or shall be deemed 2477 to be, an employee or agent of City. Contractor shall have the exclusive control over the manner and 2478 means of performing services under this Agreement, except as expressly provided herein. Contractor shall 2479 be solely responsible for the acts and omissions of its officers, employees, Subcontractors, and agents. 2480 Neither Contractor nor its officers, employees, Subcontractors, and agents shall obtain any rights to 2481 retirement benefits, workers' compensation benefits, or any other benefits which accrue to City 2482 employees by virtue of their employment with City. 2483 12.2 COMPLIANCE WITH LAW 2484 Contractor shall at all times, at its sole cost, comply with all Applicable Laws now in force and as they may 2485 be enacted, issued or amended during the Term. 2486 12.3 GOVERNING LAW 2487 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2488 State. 2489 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A