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<br />harnl1ess the City and its officials, officers, employees, agents, and volunteers authorized by the
<br />City from and against any and all losses, liability, claims, suits, actions, damages, and causes of
<br />action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any
<br />violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in
<br />part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
<br />subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or
<br />character of their work. The foregoing obligation of Consultant shall not apply when (1) the
<br />injury, loss of life, damage to property, or violation of law arises wholly from the negligence or
<br />willful nlisconduct of the City or its officers, employees, agents, or volunteers and (2) the actions
<br />of 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 indenlnify and hold harmless includes the duty to defend as set forth in Section 2778 of the
<br />Califonlia Civil Code. Acceptance by City of insurance certificates and endorselnents required
<br />under this Agreement does not relieve Consultant from liability under this indenlnification and
<br />hold harnl1ess clause. This indenlnification and hold harmless clause shall apply to any danlages
<br />or claims for danlages whether or not such insurance policies shall have been detennined to
<br />apply. By execution of this Agreenlent, Consultant acknowledges and agrees to the provisions of
<br />this Section and that it is a material elenlent of consideration.
<br />
<br />In the event that Consultant or any employee, agent, or subcontractor 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 enlployee of City, Consultant shall indemnify, defend, and hold harmless City for the
<br />paYlnent of any employee and/or enlployer contributions for PERS benefits on behalf of
<br />Consultant or its enlployees, 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 City.
<br />
<br />Section 6.
<br />
<br />6.1
<br />
<br />STATUS OF CONSULTANT.
<br />
<br />Independent Contractor. At all times during the term of this Agreelnent,
<br />Consultant shall be an independent contractor and shall not be an enlployee 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 Agreelnent 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 enlployees, agents, and subcontractors 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 />Enlployees 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 />WPCP Electrical, WAS, Flow EQ
<br />593-52-225
<br />
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