|
3. Term of Performance. Contractor shall begin performing the services set forth
<br /> in E�ibit A as soon as he or she is notified by the City. Contractor shall thereafter perform and
<br /> complete all services by no later than 3eptember 30, 2015.
<br /> 4. Independent Contraetor. 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.
<br /> 5. Assi�nment and Subcontractin�. 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 /> campetence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br /> portion of the performance contemglated and provided far in this Agreement without the
<br /> approval of the City Manager. Contractor shall not subcontract any portion of the performance
<br /> contemptated and provided for herein withou�prior written approval of the City.
<br /> 6. Hold Harmless. Cantractor shall, to the fullest extent allowed by law, with
<br /> respect to all services performed in connection with this Agreement, defend with counsel
<br /> aecepta.ble to City, indemnify, and hold City, its officers, emplayees, agents, and volunteers,
<br /> harmless from and against any and all claims that arise out of, pertain ta, ar relate to the
<br /> negligence, recklessness, or willful misconduct of the Contractor, subcontractor, or anyone
<br /> directly or indirectly emplvyed by any of them or anyone for whose acts any of tliem 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,perta:in to,or relate to such Claims, whether directly or indirectly
<br /> ("Liability"). Such obligati4ns to defend, hold hannless 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.
<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.
<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 vialation of law.
<br /> Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction
<br /> contract" as defined by California Civii Cvde section 2�83, 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.
<br /> Nothing herein contained in this Agreement shall be construed to require Contractor to
<br /> indemnify Indemnitees against any responsibility or liability in eontravention of California Civil
<br /> Code Section 2782.8.
<br /> REV:08-26-15 VR
<br /> Page 2 of 7
<br /> ATTY/AGR.2Q15.188/ReBuild Gr9een Deconstruction of 103 Wilson St
<br />
|