Laserfiche WebLink
City of San Leandro <br />Installation Agreement <br />Page 7 of 9 <br /> <br />during regular business hours, upon oral or written request of the City. Under California Government <br />Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, <br />the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or <br />as part of any audit of the City, for a period of 3 years after final payment under the Agreement. <br /> <br />24. DISPUTES. Written notice of any Dispute must be provided to the other party, describing specific details of <br />the dispute relating to changes in Work or claim for additional compensation, within seven (7) days of the <br />occurrence of the condition. This notice must be provided via certified mail. For a reasonable period commencing <br />on the day written notice of Dispute was provided, but not to exceed thirty (30) days, the parties shall in good <br />faith attempt to resolve the Dispute. If the parties are unable to resolve the Dispute during this period, the parties <br />shall proceed to binding arbitration. The arbitrator shall be neutral and mutually acceptable. The arbitrator shall <br />determine all rights and obligations under this Agreement and the award of the arbitrator shall be final, binding, <br />and enforceable. Any award issued pursuant to this provision may be enforced in a court of competent <br />jurisdiction, and each party hereby consents to that jurisdiction. All venues for arbitration shall be in the locality <br />in which the project is located. <br /> <br />25. CHANGE ORDER (Mid-Performance Amendments). Climatec LLC and the Purchaser recognize that: <br />a. Purchaser may desire a mid-job change in the specifications or scope that would add time and cost to <br />the specified work. <br />b. Other provisions of the Agreement may be difficult to carry out because of unforeseen events, such as <br />material shortage or labor strikes. If these or other events beyond the control of the parties reasonably <br />require adjustments to this agreement, the parties shall make a good faith attempt to agree on all <br />necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this <br />agreement. Failure to reach agreement shall be deemed a dispute to be resolved as agreed in section 14 <br />of this agreement. <br />26. INDEMNITY. Climatec LLC shall indemnify, defend with counsel acceptable to City, and hold harmless City <br />and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, <br />damage, claims, expenses, and costs (including without limitation, reasonable attorney’s fees and costs and fees <br />of litigation) (collectively, “Liability”) of every nature (except 3rd party consequential claims) arising out of or in <br />connection with Climatec LLC’s performance of the services called for or its failure to comply with any of its <br />obligations contained in this Agreement, except such Liability caused by the negligence or misconduct of City. <br /> <br />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 /> <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 tender <br />of defense, whichever occurs first. <br /> <br />27. STATUS OF CLIMATEC LLC. <br /> <br />Independent Contractor. At all times during the term of this Agreement, Climatec LLC shall be an independent <br />contractor and shall not be an employee of City. City shall have the right to control Climatec LLC only insofar as <br />the results of Climatec LLC's services rendered pursuant to this Agreement and assignment of personnel pursuant <br />to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Climatec LLC <br />accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, <br />rule, regulation, law, or ordinance to the contrary, Climatec LLC and any of its employees, agents, and subcontractors <br />providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any <br />and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to <br />eligibility to 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 contributions for <br />PERS benefits. <br /> <br /> <br />DocuSign Envelope ID: 1DDC1773-ED91-404B-97DD-AC3EFDBAD0DD