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<br />U:\RFP's and Instructions\Docktown Barge Removal\RFP Barge Removal V10 w prevailing wage final.docx
<br />Page 17 of 22
<br />thereafter perform and complete all Work within thirty (30) days of the date on which the
<br />Contract Time commences to run as stated in the Notice to Proceed. Failure to complete all
<br />Work by this date will subject Contractor to liquidated damages as set forth herein above.
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<br /> 4. Independent Contractor. At all times during the term of this Agreement,
<br />Contractor, its employees and agents shall be independent contractors and not employees or
<br />agents of the City. Contractor, its employees and agents shall have no authority, express or
<br />implied, to bind the City to any obligation whatsoever.
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<br /> 5. Assignment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications and
<br />competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br />portion of the performance contemplated and provided for in this Agreement without the
<br />approval of the City Manager. Contractor shall not subcontract any portion of the performance
<br />contemplated and provided for herein without prior written approval of the City.
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<br /> 6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with
<br />respect to all services performed in connection with this Agreement, defend with counsel
<br />acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers,
<br />harmless from and against any and all claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor, subcontractor, or anyone
<br />directly or indirectly employed by any of them or anyone for whose acts any of them may be
<br />liable (“Claims”). Contractor will bear all losses, costs, damages, expense and liability of every
<br />kind, nature and description, including attorneys’ fees, experts fees, court costs and
<br />disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or indirectly
<br />(“Liability”). Such obligations to defend, hold harmless and indemnify the City shall not apply
<br />to the extent that such Liability is caused by the sole negligence or willful misconduct of the
<br />City.
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<br />With respect to third party claims against the Contractor, the Contractor waives any and
<br />all rights of any type of express or implied indemnity against the Indemnitees.
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<br />However, notwithstanding the foregoing, in accordance with California Civil Code
<br />Section 1668, nothing in this Agreement shall be construed to exempt the City from its own
<br />fraud, willful injury to the person or property of another, or violation of law.
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<br />Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction
<br />contract” as defined by California Civil Code section 2783, as may be amended from time to
<br />time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited
<br />by California Civil Code Section 2782.
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<br />Nothing herein contained in this Agreement shall be construed to require Contractor to
<br />indemnify Indemnitees against any responsibility or liability in contravention of California Civil
<br />Code Section 2782.8.
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<br />7.1.D. - Page 28
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