Bay Area PL Services Professional Services Agreement 20230309

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9 be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. The Parties hereto agree that venue for performance of services shall be at the Santa Rita Jail, Dublin California, San Leandro Police Department, San Leandro, California or within local hospitals in Alameda County. 19. INDEMNIFICATION: Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Contractor shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, vol unteers, or agents use of articles, products things, or services supplied in the performance of Contractor’s services under this Agreement, however, the cost to defend charged to Contractor shall not exceed Contractor’s proportionate percentage fault. 20. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the City of San Leandro’s Living Wage Ordinance, and Local Inclusion Policy. Copies of any of the above-referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. NOTICES This Contract shall be managed and administered on City’s behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to City at the following location: In the case of San Leandro PD, to: DocuSign Envelope ID: C1BEC7AE-5DE9-4462-B82D-2CCCFD5A9C7F