FARMER'S FRIDGE (ROMAINE EMPIRE, INC.)

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performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of City.Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of City shall be invalid and shall constitute a breach of this Contract. J. NON-DISCRIMINATION: In the performance of this Contract,Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race,religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code. K. TERMINATION: In addition to any other remedies or rights it may have by law, City has the right to immediately terminate this Contract without penalty for cause or after 30 days' written notice without cause,unless otherwise specified.Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by City of its right to terminate the Contract shall relieve City of all further obligations. Contractor has the right to terminate this Contract at any time,for any reason by providing at least 30 days'prior written notice to the City. L. CONSENT TO BREACH NOT WAIVER: No term or provision of this Contract shall be deemed waived and no breach excused,unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.`Any consent by any party to, or waiver of,a breach by the other,whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. M. INDEPENDENT CONTRACTOR: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of City. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers' compensation or other fringe benefits of any kind through City. N. PERFORMANCE WARRANTY: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to City's satisfaction. Contractor shall be responsible for the professional quality,technical assurance,timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor,supervision, machinery,equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors. O. INSURANCE PROVISION: Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor's expense, including all endorsements required herein, necessary to satisfy the City that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the City during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by City from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by i City of Santa Ann Page 3 of 24 MA-017-23011445 Refrigerated mending Machine Services File No.2436104 Farmer's Fridge i