Bay Area PL Services Professional Services Agreement 20230309

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8 Where the funding source for this Contract is contingent upon an annual appropriation or grant from the City of San Leandro Board of Supervisors, the State of California or other third party, City's performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, City may reduce the Maximum Cost to City identified in section 4 to reflect that elimination or reduction. 15. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 17; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers’ compensation. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 15.1 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 16. AMENDMENT: This Contract may be amended or modified only by written consent of all Parties. 17. ASSIGNMENT OF PERSONNEL: Contractor shall assign only competent personnel to perform services pursuant to this Agreement. The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to the City, as is evidenced in writing. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 18. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall DocuSign Envelope ID: C1BEC7AE-5DE9-4462-B82D-2CCCFD5A9C7F