Laserfiche WebLink
<br />Non-Professional Services Agreement between Project No.: 3013.0240 <br />City of San Leandro and Jack Doheny Companies, Inc. Page 9 of 16 <br />loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs <br />and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection <br />with Contractor’s performance of the Services or its failure to comply with any of its obligations <br />contained in this Agreement, except such Liability caused by the sole negligence or willful <br />misconduct of City. <br /> <br />The Contractor’s obligation to defend and indemnify shall not be excused because of the <br />Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and <br />determines that the Contractor is not liable to the claimant. The Contractor must respond within <br />30 days, to the tender of any claim for defense and indemnity by the City, unless this time has <br />been extended by the City. If the Contractor fails to accept or reject a tender of defense and <br />indemnity within 30 days, in addition to any other remedy authorized by law, so much of the <br />money due the Contractor under and by virtue of this Agreement as shall reasonably be <br />considered necessary by the City, may be retained by the City until disposition has been made of <br />the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, <br />whichever occurs first. <br /> <br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as <br />defined by California Civil Code Section 2782, as may be amended from time to time, such <br />duties of Contractor to indemnify shall not apply when to do so would be prohibited by <br />California Civil Code Section 2782. <br /> <br />In the event that Contractor or any employee, agent, or subcontractor of Contractor providing <br />services under this Agreement is determined by a court of competent jurisdiction or the <br />California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as <br />an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment <br />of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its <br />employees, agents, or subcontractors, as well as for the payment of any penalties and interest on <br />such contributions, which would otherwise be the responsibility of City. <br /> <br />Section 6. STATUS OF CONTRACTOR <br /> <br />6.1 Independent Contractor At all times during the term of this Agreement, <br />Contractor shall be an independent contractor and shall not be an employee of <br />City. City shall have the right to control Contractor only insofar as the results of <br />Contractor's services rendered pursuant to this Agreement and assignment of <br />personnel pursuant to Subsection 1.3; however, otherwise City shall not have the <br />right to control the means by which Contractor accomplishes services rendered <br />pursuant to this Agreement. Notwithstanding any other City, state, or federal <br />policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of <br />its employees, agents, and subcontractors providing services under this <br />Agreement shall not qualify for or become entitled to, and hereby agree to waive <br />any and all claims to, any compensation, benefit, or any incident of emplo yment <br />by City, including but not limited to eligibility to enroll in the California Public <br />Employees Retirement System (PERS) as an employee of City and entitlement to