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<br />against any and all losses, liability, claims, suits, actions, damages, and causes of action arising
<br />out of any pcrsonal injUlY, bodily injury, loss of life, or damage to property, or any violation of
<br />any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the
<br />willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,
<br />or agents, by acts for which they could be held strictly liable, or by the quality or character of
<br />their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of
<br />life, damage to property, or violation of law arises wholly from the negligence or willful
<br />misconduct of the Agency or its officers, employees, agents, or volunteers and (2) the actions of
<br />Consultant or its employees, subcontractor, or agents have contributed in no part to the injury,
<br />loss of life, damage to property, or violation of law. It is understood that the duty of Consultant
<br />to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the
<br />Califomia Civil Code. Acceptance by Agency of insurance certificates and endorsements
<br />required under this Agreement does not relieve Consultant from liability under this
<br />indemnification and hold harmless clause. This indemnification and hold harmless clause shall
<br />apply to any damages or claims for damages whether or not such insurance policies shall have
<br />heen detel111ined to apply. By execution of this Agreement, Consultant acknowledges and agrees
<br />to the provisions of this Section and that it is a material element of consideration.
<br />
<br />In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
<br />services under this Agreement is detennined 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 Agency, Consultant shall indemnify, defend, and hold harmless Agency for the
<br />payment of any employee and/or employer contributions for PERS benefits on behalf of
<br />Consultant or its employees, agents, or subcontractors, as well as for the payment of any
<br />penalties and interest on such contributions, which would otherwise be the responsibility of
<br />Agency.
<br />
<br />Section 6.
<br />
<br />6.1
<br />
<br />ST ATUS OF CONSULT ANT.
<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 />Agency. Agency shall have the right to control Consultant only insofar as the
<br />results of Consultant's services rendered pursuant to this Agreement and
<br />assignment of persoilllel pursuant to Subparagraph 1.3; however, otherwise
<br />Agency shall not have the right to control the means by which Consultant
<br />accomplishes services rendered pursuant to this Agreement. Notwithstanding any
<br />other Agency, state, or federal policy, rule, regulation, law, or ordinance to the
<br />contrary, Consultant and any of its employees, agents, and subcontractors
<br />providing services under this Agreement shall not qualify for or become entitled
<br />to, and hereby agree to waive any and all claims to, any compensation, benefit, or
<br />any incident of employment by Agency, including but not limited to eligibility to
<br />enroll in the Califomia Public Employees Retirement System (PERS) as an
<br />employee of Agency and entitlement to any contribution to be paid by Agency for
<br />employer contributions and/or employee contributions for PERS benefits.
<br />
<br />February 1, 2007
<br />
<br />Consulting Services Agreement between
<br />Redevelopment Ageney of the City of San Leandro and Main Street PropClty Services
<br />
<br />Page 8 of 23
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