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Master Contract No. 902012
<br />Procurement Contract No. 24823
<br />Page 3 of 14
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<br />GENERAL TERMS AND CONDITIONS
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<br />1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this
<br />Agreement; it being understood and agreed that Contractor is an independent contractor.
<br />Contractor is not the agent or employee of the County in any capacity whatsoever, and County
<br />shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities
<br />incurred by Contractor.
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<br />Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time,
<br />vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital
<br />care, retirement benefits, social security, disability, Workers’ Compensation, or unemployment
<br />insurance benefits, civil service protection, or employee benefits of any kind.
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<br />Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes
<br />(including federal and state income taxes) or contributions for unemployment insurance or old
<br />age pensions or annuities which are imposed by any governmental entity in connection with
<br />the labor used or which are measured by wages, salaries or other remuneration paid to its
<br />officers, agents or employees and agrees to indemnify and hold County harmless from any and
<br />all liability which County may incur because of Contractor’s failure to pay such amounts.
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<br />In carrying out the work contemplated herein, Contractor shall comply with all applicable
<br />federal and state workers’ compensation and liability laws and regulations with respect to the
<br />officers, agents and/or employees conducting and participating in the work; and agrees that
<br />such officers, agents, and/or employees will be considered as independent contractors and
<br />shall not be treated or considered in any way as officers, agents and/or employees of County.
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<br />Contractor does, by this Agreement, agree to perform his/her said work and functions at all
<br />times in strict accordance with currently approved methods and practices in his/her field and
<br />that the sole interest of County is to insure that said service shall be performed and rendered in
<br />a competent, efficient, timely and satisfactory manner and in accordance with the standards
<br />required by the County agency concerned.
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<br />Notwithstanding the foregoing, if the County determines that pursuant to state and federal law
<br />Contractor is an employee for purposes of income tax withholding, County may upon two
<br />week’s notice to Contractor, withhold from payments to Contractor hereunder federal and
<br />state income taxes and pay said sums to the federal and state governments.
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<br />2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless,
<br />defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents
<br />from and against any and all claims, losses, damages, liabilities and expenses, including but not
<br />limited to attorneys’ fees, arising out of or resulting from the performance of services under
<br />this Agreement, provided that any such claim, loss, damage, liability or expense is attributable
<br />to bodily injury, sickness, disease, death or to injury to or destruction of property, including the
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