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<br />Non-Professional Services Agreement between August 19, 2020 <br />City of San Leandro and Accounting Principals Page 8 of 14 <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 /> <br />In no event shall either party be liable in any manner for incidental, special or consequential damages, <br />expressly excluding claims based on its breach of confidentiality obligations, gross negligence, willful <br />misconduct, or indemnification obligations for third party claims. Further, in no event shall either party’s <br />aggregate liability with respect to any claim or liability arising out of or relating to the agreement exceed the <br />amounts actually paid to contractor for the provision of services hereunder dur ing the 12 months immediately <br />preceding the incident giving rise to the claim. <br /> <br />Section 6. STATUS OF CONTRACTOR. <br /> <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 />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 /> <br />6.2 Contractor Not an 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 /> <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. Contractor and any subcontractors shall comply with <br />all laws applicable to the performance of the work hereunder. <br /> <br />7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by <br />fiscal assistance from another governmental entity, Contractor and any subcontractors <br />shall comply with all applicable rules and regulations to which City is bound by the terms of <br />such fiscal assistance program. <br /> <br />DocuSign Envelope ID: C067D13C-87FE-4683-A7CE-0047F2084B2A