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<br /> <br />Consulting Services Agreement between City of San Leandro and Last revised 05/23/2023 <br />East Bay SPCA for Animal Welfare Services Page 9 of 15 <br /> <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 />remains unpaid or becomes due to Consultant hereunder, or both stop work and <br />withhold any payment, until Consultant demonstrates compliance with the <br />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. Nothing contained in <br />this Agreement shall create or be construed as creating an agency, partnership, whether <br />general or limited, joint venture, employment relationship or any other relationship other <br />than an independent contractor relationship. City shall have the right to control Consultant <br />only insofar as the results of Consultant's services rendered pursuant to this Agreement <br />and re-assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall <br />not have the right to control the means by which Consultant and its employees, agents and <br />subcontractors accomplish 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 /> <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 />DocuSign Envelope ID: 834FD74D-1CC6-460D-AF4A-5D9ADCE8D56E