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<br />Consulting Services Agreement between City of San Leandro and Last revised 03/06/2023 <br />Davis Street Family Resource Center for Homeless Services Page 8 of 15 <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, and <br />its employees, agents, and subcontractors, shall be an independent contractor and shall <br />not be an employee of City. City shall have the right to control Consultant only insofar as <br />the results of Consultant's services rendered pursuant to this Agreement and assignment <br />of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right <br />to control the means by which Consultant accomplishes services rendered pursuant to this <br />Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, <br />or 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, or <br />any incident of employment by City, including but not limited to eligibility to enroll in the <br />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, and its <br />employees, agents, and subcontractors, shall have no authority, express or implied, to act <br />on behalf of City in any capacity whatsoever as an agent. Consultant, and its employees, <br />agents, and subcontractors, 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 with <br />all laws and regulations applicable to the performance of the work hereunder, including but <br />not limited to, the California Building Code, the Americans with Disabilities Act, and any <br />copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or <br />regulation(s) applicable to the performance of the work hereunder shall constitute a breach <br />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 />DocuSign Envelope ID: 52A08A2C-38F2-42E2-8013-2C811442BBAD