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<br />City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its <br />employees, Subconsultant, or agents have contributed in no part to the injury, loss oflife, <br />damage to property, or violation oflaw. It is understood that the duty of Consultant to indemnify <br />and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil <br />Code. Acceptance by City of insurance certificates and endorsements required under this <br />Agreement does not relieve Consultant from liability under this indemnification and hold <br />harmless clause. This indemnification and hold harmless clause shall apply to any damages or <br />claims for damages whether or not such insurance policies shall have been determined to apply. <br />By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this <br />Section and that it is a material element of consideration. <br /> <br />In the event that Consultant or any employee, agent, or Subconsultant of Consultant providing <br />services under this Agreement is determined by a court of competent jurisdiction or the <br />California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as <br />an employee of City, Consultant shall indemnify, defend, and hold harmless City for the <br />payment of any employee and/or employer contributions for PERS benefits on behalf of <br />Consultant or its employees, agents, or Subconsultants, as well as for the payment of any <br />penalties and interest on such contributions, which would otherwise be the responsibility of City. <br /> <br />Section 6. <br /> <br />6.1 <br /> <br />6.2 <br /> <br />Section 7. <br /> <br />STATUS OF CONSULTANT. <br /> <br />Independent Contractor. At all times during the term of this Agreement, <br />Consultant shall be an independent contractor and shall not be an employee of <br />City. City shall have the right to control Consultant only insofar as the results of <br />Consultant's services rendered pursuant to this Agreement and assignment of <br />personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have <br />the right to control the means by which Consultant accomplishes services <br />rendered pursuant to this Agreement. Notwithstanding any other City, state, or <br />federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and <br />any of its employees, agents, and Subconsultants providing services under this <br />Agreement shall not qualify for or become entitled to, and hereby agree to waive <br />any and all claims to, any compensation, benefit, or any incident of employment <br />by City, including but not limited to eligibility to enroll in the California Public <br />Employees Retirement System (PERS) as an employee of City and entitlement to <br />any contribution to be paid by City for employer contributions and/or employee <br />contributions for PERS benefits. <br /> <br />Consultant No Aeent. Except as City may specify in writing, Consultant shall <br />have no authority, express or implied, to act on behalf of City in any capacity <br />whatsoever as an agent. Consultant shall have no authority, express or implied, <br />pursuant to this Agreement to bind City to any obligation whatsoever. <br /> <br />LEGAL REQUIREMENTS. <br /> <br />7.1 <br /> <br />Governine Law. The laws of the State of California shall govern this <br />Agreement. <br /> <br />2/6/06 <br />Page 8 of39 <br /> <br />Senior Center <br />Project No. 210-18-116 <br />COBG - Rev. 3/15/04 <br />