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<br />against any and all losses, liability, claims, suits, actions, damages, and causes of action arising
<br />out of any personal injury, 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 hannless includes the duty to defend as set forth in Section 2778 of the
<br />California 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 hannless clause shall
<br />apply to any damages or claims for damages whether or not such insurance policies shall have
<br />been detennined 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 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 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 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 Agency shall not
<br />have 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 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 />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 />[July 1, 2007]
<br />Page 8 of 20
<br />
<br />Consulting Services Agreement between the Redevelopment Agency of
<br />City of San Leandro and Bay Area Homebuyer Agency
<br />
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