Agmt16 ABM Onsite Services - West, Inc. DBA ABM Parking Services

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SECTION 12. STATUS OF CONTRACTOR A. It is understood and agreed that Contractor's relationship to City in the performance of this Agreement is that of an independent Contractor, and not that of an employee or agent of City. As an independent Contractor, neither Contractor, nor any employee, agent or Sub Contractor of Contractor, shall obtain any right to retirement benefits or to any other benefits, which accrue, to employees of City. Contractor herby expressly waives any claims it may have to such rights, on behalf of itself and any employee, agent or Sub Contractor. B. Contractor will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. C . Except as City may specify in writing , Contractor shall have no authority, express or implied , to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. SECTION 13 . TERMINATION A. City's Right to Terminate 1 . City shall have the right to terminate this Agreement for any reason at any time by giving Contractor not less than thirty (30) days written notice of termination . 2 . In addition , if City's property interest in the Parking Facilities is being terminated , or if and when City should decide to construct any building , structure or other improvement on or within any part of any of the sites, City shall have the right to terminate this Agreement insofar as it applies to the site or sites affected by giving Contractor not less than 30 days prior written notice of termination . The notice shall specify the site or sites with respect to which this Agreement is terminated . 3 . Upon termination, all rights, powers , privileges and authority granted to Contractor under this Agreement shall cease and Contractor agrees to immediately vacate any Parking Facilities for which the Agreement has been terminated as long as Contractor has been paid all amounts due under the Agreement. AI I Y/2016.304/ABM ONSITE SERVICES — WEST, INC. REV: 10-26-16 JS Page 20 of 38