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<br />Non-Professional Services Agreement between July 1, 2022
<br />City of San Leandro and David Sams Page 8 of 13
<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 />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.
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<br />7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws
<br />applicable to the performance of the work hereunder.
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<br />7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
<br />assistance from another governmental entity, Contractor and any subcontractors shall comply with
<br />all applicable rules and regulations to which City is bound by the terms of such fiscal assistance
<br />program.
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<br />7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its
<br />employees, agents, and any subcontractors have all licenses, permits, qualifications, and
<br />approvals of whatsoever nature that are legally required to practice their respective professions.
<br />Contractor represents and warrants to City that Contractor and its employees, agents, any
<br />subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
<br />this Agreement any licenses, permits, and approvals that are legally required to practice their
<br />respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain
<br />and maintain during the term of this Agreement valid Business Licenses from City.
<br />DocuSign Envelope ID: 4AAB77D0-9044-421F-AE0E-F1A79244E204
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