Climatec_Installation_Agreement 12102020

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City of San Leandro Installation Agreement Page 8 of 9 Climatec LLC Not an Agent. Except as City may specify in writing, Climatec LLC shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Climatec LLC shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 28. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of any alleged violation of, the Occupational Safety and Health Act (OSHA) relating in any way to the project or project site. 29. ENTIRE AGREEMENT. This agreement, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. 30. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon Climatec LLC unless accepted by Climatec LLC in writing. 31. SEVERABILITY. If one or more of the provisions of this agreement are held to be unenforceable under laws, such provision(s) shall be excluded from these terms and conditions and the remaining terms and conditions shall be interpreted as if such provision were so excluded and shall be enforced in accordance to their terms and conditions. 32. COUNTERPARTS. This agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature on a copy of this agreement received by either party by facsimile or portable document format (PDF) is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original. 33. ASSIGNMENT. Climatec LLC retains the right to assign its rights and obligations of this agreement with written consent of Purchaser. 34. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 35. CONFLICT OF INTEREST. Climatec LLC may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Climatec LLC in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Climatec LLC shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Climatec LLC hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Climatec LLC was an employee, agent, appointee, or official of the City in the previous 12 months, Climatec LLC warrants that it did not participate in any manner in the forming of this Agreement. Climatec LLC understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Climatec LLC will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Climatec LLC will be required to reimburse the City for any sums paid to the Climatec LLC. Climatec LLC understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 36. ACKNOWLEDGMENT. Both Climatec LLC and the Purchaser acknowledge having read this agreement and all contract documents incorporated herein and have executed this agreement on the date written above. DocuSign Envelope ID: 1DDC1773-ED91-404B-97DD-AC3EFDBAD0DD