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<br />Consulting Services Agreement between City of San Leandro Last revised 4/1/2021 <br />and Cole Pro Media, LLC Page 8 of 15 <br />payment, until Consultant demonstrates compliance with the requirements hereof; <br />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 <br />shall be an independent contractor and shall not be an employee of City. City shall have <br />the right to control Consultant only insofar as the results of Consultant's services <br />rendered pursuant to this Agreement and assignment of personnel pursuant to <br />Subsection 1.3; however, otherwise City shall not have the right to control the means by <br />which Consultant accomplishes services rendered pursuant to this Agreement. <br />Notwithstanding any other City, state, or federal policy, rule, regulation, law, or <br />ordinance to the contrary, Consultant and any of its employees, agents, and <br />subcontractors providing services under this Agreement shall not qualify for or become <br />entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, <br />or any incident of employment by City, including but not limited to eligibility to enroll in <br />the California Public Employees Retirement System (PERS) as an employee of City and <br />entitlement to any contribution to be paid by City for employer contributions and/or <br />employee contributions for PERS benefits. <br /> <br />6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have <br />no authority, express or implied, to act on behalf of City in any capacity whatsoever as <br />an agent. Consultant shall have no authority, express or implied, pursuant to this <br />Agreement to bind City to any obligation whatsoever. <br /> <br />Section 7. LEGAL REQUIREMENTS. <br /> <br />7.1 Governing Law. The laws of the State of California shall govern this Agreement. <br /> <br />7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply <br />with all laws and regulations applicable to the performance of the work hereunder, <br />including but not limited to, the California Building Code, the Americans with Disabilities <br />Act, and any copyright, patent or trademark law. Consultant’s failure to comply with <br />any law(s) or regulation(s) applicable to the performance of the work hereunder shall <br />constitute a breach of contract. <br /> <br />7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by <br />fiscal assistance from another governmental entity, Consultant and any subcontractors <br />shall comply with all applicable rules and regulations to which City is bound by the terms <br />of such fiscal assistance program. <br /> <br />DocuSign Envelope ID: 4C64442C-074E-4DBF-9B83-480C8FA8CD3B