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Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California
<br />Civil Code Section 2782, as may be amended from time to time, such duties of Climatec LLC to indemnify shall
<br />not apply when to do so would be prohibited by California Civil Code Section 2782.
<br />Climatec LLC must respond within 30 days to the tender of any claim for defense and indemnity by the City. If
<br />the Climatec LLC fails to accept or rejects a tender of defense and indemnity for a covered claim within 30 days,
<br />in addition to any other remedy authorized by law, so much of the money due the Climatec LLC under and by
<br />virtue of this 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 Climatec LLC accepts or rejects the
<br />tender of defense, whichever occurs first.
<br />27. STATUS OF CLIMATEC L
<br />27.1 Independent Contractor. At all times during the term of this Agreement, Climatec LLC shall be an
<br />independent contractor and shall not be an employee of City. City shall have the right to control Climatec
<br />LLC only insofar as the results of Climatec LLC's services rendered pursuant to this Agreement and
<br />assignment of personnel pursuant to Subsection 1.3: however, otherwise City shall not have the right to
<br />control the means by which Climatec LLC accomplishes services rendered pursuant to this Agreement.
<br />Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
<br />Climatec LLC 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 all claims to, any
<br />compensation, benefit, or any incident of employment by City, including but not limited to eligibility to
<br />enroll in the California Public Employees Retirement System (PERS) as an employee of City and
<br />entitlement to any contribution to be paid by City for employer contributions and/or employee
<br />contributions for PERS benefits.
<br />27.2 Climatec LLC Not an Agent. Except as City may specify in writing, Climatec LLC shall have no
<br />authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Climatec
<br />LLC shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation
<br />whatsoever.
<br />28. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately
<br />upon becoming aware of any alleged violation of, the Occupational Safety and Health Act (OSHA) relating in
<br />any way to the project or project site.
<br />29. ENTIRE AGREEMENT. This agreement, upon acceptance, shall constitute the entire agreement between
<br />the parties and supersedes any prior representations or understandings.
<br />30. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon
<br />Climatec LLC unless accepted by Climatec LLC in writing,
<br />31. TERMINATION FOR NON -APPROVALS. This Agreement is expressly conditioned on Purchaser's.
<br />ability to obtain private placement municipal bond financing on such terms and conditions that are acceptable to
<br />the Nevada County Board of Supervisors, in its sole discretion. This Agreement may be immediately terminated
<br />by Customer without cause should Customer, on or before June 30, 2015, fail to obtain financing approvals. If
<br />the Agreement is terminated pursuant to this Section 32, Purchaser and Climatec LLC shall have no obligation
<br />whatsoever to fulfill the terms and conditions of this Agreement and no payments whatsoever shall be due or
<br />payable to Climatec LLC under this Agreement or otherwise, and Purchaser shall not be entitled to damages of
<br />any kind, or any other remedy arising out of, or otherwise related to, the termination of this Agreement. The
<br />parties hereto may, by mutual agreement, extend the deadline to obtain financing as provided above by up to 30
<br />days with the written mutual consent of both parties.
<br />32. RE -OPENING PROVISION. The parties acknowledge that Customer intends to solicit proposals for Direct
<br />Purchase Bonds to finance the Project, that Customer has not yet selected a Purchase Bank for said financing,
<br />and that this Agreement will be subject to final review and approval by the Purchase Bank selected to finance the
<br />Project. If the Purchase Bank conditions the financing of the Project on modification, revision or deletion of
<br />City of San Leandro
<br />CLIMATEG Installation :agreement
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