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<br />Consulting Services Agreement between City of San Leandro and 05/10/2023 <br />W-Trans for On-Call Transportation Engineering Consulting Services Page 8 of 15 <br /> <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’ written notice has been provided to the City. <br /> <br />4.4.6 Subcontractors. Consultant shall include all subcontractors as insured under its <br />policies or shall furnish separate certificates and certified endorsements for each <br />subcontractor. All coverage for subcontractors shall be subject to all of the <br />requirements stated herein. <br /> 4.5 Submittal of Proof of Insurance Coverage. All certificates of insurance and original <br />endorsements affecting coverage required in this Section 4 must be electronically <br />submitted through the City’s online insurance document management program, PINS <br />Advantage. Consultant shall comply with all requirements provided by City related to the <br />PINS Advantage program. <br /> <br />4.6 Remedies. In addition to any other remedies City may have if Consultant fails to provide or <br />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 /> 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 />DocuSign Envelope ID: 206E5E26-A237-4703-89CA-66F204C97330