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July 15, 2024 Page 53 City of San Leandro Post Collection 11.7 CONTRACTOR’S ABILITY TO PERFORM 2043 Contractor possesses the business, professional, and technical expertise to perform all services, 2044 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. 2045 Contractor possesses the ability to secure equipment, facility, and employee resources required to 2046 perform its obligations under this Agreement and in accordance with Applicable Law. 2047 ARTICLE 12. 2048 OTHER AGREEMENTS OF THE PARTIES 2049 12.1 RELATIONSHIP OF PARTIES 2050 The Parties intend that Contractor shall perform the services required by this Agreement as an 2051 independent Contractor engaged by City and neither as an officer nor employee of City, nor as a partner 2052 or agent of, or joint venturer with, City. No employee or agent of Contractor shall be, or shall be deemed 2053 to be, an employee or agent of City. Contractor shall have the exclusive control over the manner and 2054 means of performing services under this Agreement, except as expressly provided herein. Contractor shall 2055 be solely responsible for the acts and omissions of its officers, employees, Subcontractors, and agents. 2056 Neither Contractor nor its officers, employees, Subcontractors, and agents shall obtain any rights to 2057 retirement benefits, workers' compensation benefits, or any other benefits which accrue to City 2058 employees by virtue of their employment with City. 2059 12.2 COMPLIANCE WITH LAW 2060 Contractor shall at all times, at its sole cost (except as provided in Section 8.4), comply with all Applicable 2061 Laws now in force and as they may be enacted, issued or amended during the Term. 2062 12.3 GOVERNING LAW 2063 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2064 State. 2065 12.4 JURISDICTION 2066 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 2067 courts of Alameda County in the State of California, which shall have exclusive jurisdiction over such 2068 lawsuits. With respect to venue, the Parties agree that this Agreement is made in and will be performed 2069 in Alameda County. 2070 12.5 BINDING ON SUCCESSORS 2071 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2072 permitted assigns of the Parties. 2073 12.6 ASSIGNMENT 2074 Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2075 to any other Person without the prior written consent of the other Party. Any such assignment made 2076 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C