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<br />Non-Professional Services Agreement between June 1, 2022
<br />City of San Leandro and Lind Marine, Inc. Page 8 of 13
<br />The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to
<br />evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the
<br />claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the
<br />City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense
<br />and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the
<br />Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be
<br />retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts
<br />or rejects the tender of defense, whichever occurs first.
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<br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil
<br />Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply
<br />when to do so would be prohibited by California Civil Code Section 2782.
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<br />If this Agreement involved construction or maintenance then all provisions of this Agreement pursuant to which
<br />Contractor agrees to indemnify the City against liability for damages arising out of bodily injury to persons or damage
<br />to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or
<br />maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate,
<br />shall not apply to damages caused by or resulting from the active or sole negligence or willful misconduct of the City.
<br />The indemnifications provided herein shall not be limited to damages, compensation or benefits payable under
<br />insurance policies, workers’ compensation acts, disability benefit acts, or other employees’ benefit acts.
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<br />In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this
<br />Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
<br />(PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold
<br />harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
<br />Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on
<br />such contributions, which would otherwise be the responsibility of City.
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<br />Section 6. STATUS OF CONTRACTOR.
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<br />6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an
<br />independent contractor and shall not be an employee of City. City shall have the right to control
<br />Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement
<br />and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have
<br />the right to control the means by which Contractor accomplishes services rendered pursuant to this
<br />Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
<br />ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors
<br />providing services under this Agreement shall not qualify for or become entitled to, and hereby
<br />agree to waive any and all claims to, any compensation, benefit, or any incident of employment by
<br />City, including but not limited to eligibility to enroll in the California Public Employees Retirement
<br />System (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.
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<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 agent.
<br />Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to
<br />any obligation whatsoever.
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<br />Section 7. LEGAL REQUIREMENTS.
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<br />7.1 Governing Law. The laws of the State of California shall govern this Agreement.
<br />DocuSign Envelope ID: 0CEAAAFA-E407-4989-89E4-8E000792E391
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