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<br />Consulting Services Agreement between City of San Leandro and Maze & Associates 4/30/18 <br /> <br /> Page 8 of 15 <br />employees, and volunteers; or the Consultant shall provide a financial guarantee <br />satisfactory to the City guaranteeing payment of losses and related investigations, <br />claim administration and defense expenses. <br /> <br />4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” <br />policy limit (i.e. limit that is eroded by the cost of defense). <br /> <br />4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall <br />be endorsed to state that coverage shall not be canceled by either party, except <br />after 30 days’ prior written notice has been provided to the City. <br /> <br />4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its <br />policies or shall furnish separate certificates and certified endorsements for each <br />subcontractor. All coverages for subcontractors shall be subject to all of the <br />requirements stated herein. <br /> <br />4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide <br />or maintain any insurance policies or policy endorsements to the extent and within the time <br />herein required, City may, at its sole option exercise any of the following remedies, which <br />are alternatives to other remedies City may have and are not the exclusive remedy for <br />Consultant’s breach: <br /> <br /> Obtain such insurance and deduct and retain the amount of the premiums for such <br />insurance from any sums due under the Agreement; <br /> <br /> Order Consultant to stop work under this Agreement or withhold any payment that <br />becomes due to Consultant hereunder, or both stop work and withhold any payment, <br />until Consultant demonstrates compliance with the requirements hereof; and/or <br /> <br /> Terminate this Agreement. <br /> <br />Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached <br />Exhibit C, which is incorporated herein and made a part of this Agreement. <br /> <br />Section 6. STATUS OF CONSULTANT. <br /> <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 City. City shall have the <br />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 Subsection 1.3; <br />however, otherwise City shall not have the right to control the means by which Consultant <br />accomplishes services rendered pursuant to this Agreement. Notwithstanding any other <br />City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant <br />and 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 any and <br />1459