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Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any <br />claim for defense and indemnity by the City, unless this time has been extended by the City. If the <br />Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any <br />other remedy authorized by law, so much of the money due the Contractor under and by virtue of this <br />Agreement as shall reasonably be considered necessary by the City, may be retained by the City until <br />disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the <br />tender of defense, whichever occurs first. <br />Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by <br />California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to <br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. <br />In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services <br />under this Agreement is determined by a court of competent jurisdiction or the California Public Employees <br />Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall <br />indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions <br />for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the <br />payment of any penalties and interest on such contributions, which would otherwise be the responsibility of <br />City. <br />Section 6. STATUS OF CONTRACTOR. <br />6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall <br />be an independent contractor and shall not be an employee of City. City shall have the <br />right to control Contractor only insofar as the results of Contractor's services rendered <br />pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; <br />-- <br />however, otherwise -City -shall-not have -the -right -to -control -the -means- by- which -Contractor -- - <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, Contractor <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 />6.2 Contractor Not art Agent. Except as City may specify in writing, Contractor shall have no <br />authority, express or implied, to act on behalf of City in any capacity whatsoever as an <br />agent. Contractor shall have no authority, express or implied, pursuant to this Agreement <br />to bind City to any obligation whatsoever. <br />Section 7. LEGAL REQUIREMENTS. <br />7.1 Governing Law. The laws of the State of California shall govern this Agreement. <br />Non -Professional Services Agreement between SL BART Bike eLocker <br />City of San Leandro and eLock Technologies LLC. Page 8 of 14 <br />