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Construction Services Agreement
<br />REV: 04-26-2021 PR
<br />00 5205 - 8
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<br />City by this section. Such rights shall be specifically enforceable.
<br />2.02 Independent Contractor. Contractor is an independent Contractor and does not act as City’s
<br />agent in any capacity, whatsoever. Contractor is not entitled to any benefits that City provides to
<br />City employees including, without limitation, insurance, worker’s compensation benefits or
<br />payments, pension benefits, health benefits or insurance benefits. Terms within the Contract
<br />Documents regarding directives apply to and concern the result of the Contractor’s provision of
<br />Work not the means, methods, or scheduling of the Contractor’s Work. Contractor shall be solely
<br />responsible for the means, methods, techniques, sequences and procedures with respect to its
<br />provision of Work under the Contract Documents. Contractor shall pay all payroll taxes imposed
<br />by any governmental entity and will pay all other taxes not specifically identified in the
<br />Contract Documents as City’s responsibility.
<br />2.03 Indemnity/Liability.
<br />A. City and each of its officers, employees, consultants and agents including, without limitation, the
<br />City Council, Project Manager and each City Representative, shall not be liable or accountable in
<br />any manner for loss or damage that may happen to any part of the Work; loss or damage to
<br />materials or other things used or employed in performing the Work; injury, sickness, disease, or
<br />death of any person; or damage to property resulting from any cause whatsoever except their sole
<br />negligence, willful misconduct or active negligence, attributable to performance or character of the
<br />Work, and Contractor releases all of the foregoing persons and entities from any and all such
<br />claims.
<br />B. To the furthest extent permitted by law (including, without limitation, Civil Code Section 2782),
<br />Contractor shall defend, indemnify, and hold harmless, City and each of its officers, employees,
<br />consultants and agents including, without limitation, the City Council, Project Manager and each
<br />City Representative, from claims, suits, actions, losses and liability of every kind, nature and
<br />description including, without limitation, claims and fines of regulatory agencies and attorney’s fees
<br />and consultant’s fees, directly or indirectly arising out of, connected with, or resulting from
<br />performance of the Work, failure to perform the Work, or condition of the Work that is caused in
<br />whole or part by any act or omission of Contractor, Subcontractors, anyone directly or indirectly
<br />employed by any of them, or anyone for whose acts any of them may be liable, resulting from any
<br />cause whatsoever except their sole negligence, willful misconduct, or active negligence.
<br />C. With respect to third-party claims against Contractor, Contractor waives any and all rights to any
<br />type of express or implied indemnity including, without limitation, costs of defense, against City and
<br />each of its officers, employees, consultants and agents including, without limitation, City, the Board,
<br />Project Manager and each City’s Representative. City shall provide timely notice to Contractor of
<br />any third-party claim relating to the Contract Documents, in accordance with Public Contract Code
<br />Section 9201.
<br />D. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor
<br />limit the liability of Contractor, its Subcontractors of any tier, or the officers or agents of any of them.
<br />The Contractor’s defense and indemnification obligations are undertaken in addition to, and shall
<br />not in any way be limited by, the insurance obligations contained herein.
<br />E. To the furthest extent permitted by law (including, without limitation, Civil Code §2782), the
<br />indemnities, releases of liability and limitations of liability, claims procedures, and limitations of
<br />remedy expressed throughout Contract Documents shall apply even in the event of breach of
<br />Contract, negligence (active or passive), fault or strict liability of the party(ies) indemnified,
<br />released, or limited in liability, and shall survive the termination, rescission, breach, abandonment,
<br />or completion of the Work or the terms of the Contract Documents. If Contractor fails to perform
<br />any of these defense or indemnity obligations, City may in its discretion back charge Contractor for
<br />City’s costs and damages resulting therefrom and withhold such sums from progress payments or
<br />other Contract moneys which may become due.
<br />F. Contractor’s obligations to defend and indemnify City shall survive the termination or completion of
<br />this Contract for the full period of time allowed by law.
<br />2.04 Defective Work; Warranties. Contractor warrants that all construction services shall be performed
<br />in accordance with generally accepted professional standards of good and sound construction
<br />practices, all Contract Documents requirements, and all laws, codes, standards, licenses, and
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