Laserfiche WebLink
<br />_____________________________________________________________________________________ <br />Consulting Services Agreement between Project No.: 962-86-067 <br />City of San Leandro and Aparc Systems Page 8 <br /> <br />negligence, recklessness, or willful misconduct of the Consultant, (“Claims”). Consultant will bear all <br />losses, costs, damages, expense and liability to the extent caused by its negligence. Such obligations to <br />hold harmless and indemnify the City shall not apply to the extent that such Liabilities are caused by the <br />sole negligence, active negligence, or willful misconduct of the City. Consultant’s defense obligation under <br />this indemnity paragraph includes only the reimbursement of reasonable defense costs to the extent of <br />Consultant’s actual indemnity obligation hereunder. <br /> <br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by <br />California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to <br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. <br /> <br /> <br />Section 6. STATUS OF CONSULTANT. <br /> <br />6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall <br />be an independent contractor and shall not be an employee of City. City shall have the <br />right to control Consultant only insofar as the results of Consultant's services rendered <br />pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; <br />however, otherwise City shall not have the right to control the means by which Consultant <br />accomplishes services rendered pursuant to this Agreement. Notwithstanding any other <br />City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant <br />and any of its employees, agents, and subcontractors providing services under this <br />Agreement shall not qualify for or become entitled to, and hereby agree to waive any and <br />all claims to, any compensation, benefit, or any incident of employment by City, including <br />but not limited to eligibility to enroll in the California Public Employees Retirement System <br />(PERS) as an employee of City and entitlement to any contribution to be paid by City for <br />employer contributions and/or employee contributions for PERS benefits. <br /> <br />6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no <br />authority, express or implied, to act on behalf of City in any capacity whatsoever as an <br />agent. Consultant shall have no authority, express or implied, pursuant to this Agreement <br />to bind City to any obligation whatsoever. <br /> <br />Section 7. LEGAL REQUIREMENTS. <br /> <br />7.1 Governing Law. The laws of the State of California shall govern this Agreement. <br /> <br />7.2 Compliance with Applicable Laws. Consistent with the standard of care, Consultant and <br />any subcontractors shall comply with all laws and regulations applicable to the <br />performance of the work hereunder, including but not limited to, the California Building <br />Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. <br />Consultant’s Failure to comply with any law(s) or regulation(s) applicable to the <br />performance of the work hereunder shall constitute a breach of contract. <br />