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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
<br />indemnify, defend with counsel selected by the Agency, and hold harmless the Agency and its officials,
<br />officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits,
<br />actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or
<br />damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent
<br />caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its
<br />employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality
<br />or character of 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 misconduct of the
<br />Agency or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
<br />subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
<br />violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
<br />duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by Agency of
<br />insurance certificates and endorsements required under this Agreement does not relieve Consultant from
<br />liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause
<br />shall apply to any damages or claims for damages whether or not such insurance policies shall have been
<br />determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
<br />provisions of this Section and that it is a material element of consideration.
<br />In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
<br />under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
<br />Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Agency, Consultant
<br />shall indemnify, defend, and hold harmless Agency for the payment of any employee and/or employer
<br />contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well
<br />as for the payment of any penalties and interest on such contributions, which would otherwise be the
<br />responsibility of Agency.
<br />Section 6. STATUS OF CONSULTANT.
<br />6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
<br />be an independent contractor and shall not be an employee of Agency. Agency shall have
<br />the right to control Consultant only insofar as the results of Consultant's services rendered
<br />pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
<br />however, otherwise Agency shall not have the right to control the means by which
<br />Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
<br />any other city, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
<br />Consultant and any of its employees, agents, and subcontractors providing services under
<br />this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
<br />and all claims to, any compensation, benefit, or any incident of employment by City,
<br />including but not limited to eligibility to enroll in the California Public Employees Retirement
<br />System (PERS) as an employee of City and entitlement to any contribution to be paid by
<br />City for employer contributions and/or employee contributions for PERS benefits.
<br />6.2 Consultant No Agent. Except as Agency may specify in writing, Consultant shall have no
<br />authority, express or implied, to act on behalf of Agency in any capacity whatsoever as an
<br />Services Agreement between the Redevelopment Agency of
<br />City of San Leandro and Neighborhood Solutions FY2008-09 Page 7 of 12
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