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Consulting Services Agreement between City of San Leandro and <br />Haley & Aldrich, Inc. for Design Services for Lake Chabot Road Erosion Repairs <br />Last revised 1/08/2025 <br /> Page 7 of 13 <br />4.5.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be <br />endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior <br />written notice has been provided to the City. <br />4.5.6 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 requirements <br />stated herein. <br />4.6 Submittal of Proof of Insurance Coverage. All certificates of insurance and original <br />endorsements effecting coverage required in this Section 4 must be electronically submitted <br />through the City’s online insurance document management program. Contractor shall comply with <br />all requirements provided by City related to the online insurance document management program. <br />4.7 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 herein <br />required, City may, at its sole option exercise any of the following remedies, which are alternatives <br />to other remedies City may have and are not the exclusive remedy for Consultant’s breach: <br />Obtain such insurance and deduct and retain the amount of the premiums for such insurance <br />from any sums due under the Agreement; <br />Order Consultant to stop work under this Agreement or withhold any payment that becomes <br />due to Consultant hereunder, or both stop work and withhold any payment, until Consultant <br />demonstrates compliance with the requirements hereof; and/or <br />Terminate this Agreement. <br />Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached Exhibit C, <br />which is incorporated herein and made a part of this Agreement. <br />Section 6. STATUS OF CONSULTANT. <br />6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an <br />independent contractor and shall not be an employee of City. City shall have the right to control <br />Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement <br />and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have <br />the right 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, or <br />ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors <br />providing services under this Agreement shall not qualify for or become entitled to, and hereby <br />agree to waive any and all claims to, any compensation, benefit, or any incident of employment by <br />City, 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 City for <br />employer contributions and/or employee contributions for PERS benefits. <br />6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no <br />authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. <br />Docusign Envelope ID: 5A210297-2C6D-4132-9363-47ABA0868216