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all acts or omissions to act of PACE Provider or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages or expenses resulting from an intentional act or the gross negligence of an Indemnitee. This section shall in no event be construed to require indemnification by PACE Provider to a greater extent than permitted under the public policy or laws of the State of California. These defense and indemnification obligations are undertaken in addition to, and shall not in any way be limited by, the insurance obligations set forth in this Agreement. These defense and indemnification obligations shall survive the termination or expiration of the contract for the full period of time permitted by law. 7 Insurance Requirements. PACE provider shall obtain and maintain insurance as required in Attachment 2. 8 Prosecution of Work. The execution of this Agreement shall constitute PACE Provider's authority to proceed immediately with the performance of this Agreement. 9 Representations of PACE Provider. 9.1 Standard of Care. ABAG and Participating Entity have relied upon the professional ability and training of PACE Provider as a material inducement to entering into this Agreement. PACE Provider hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws. 9.2 Status of PACE Provider. The parties intend that PACE Provider, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. PACE Provider is not to be considered an agent or employee of ABAG or of any Participating Entity and is not entitled to participate in any pension plan, worker's compensation plan, insurance, bonus, employment protection, or similar benefits that ABAG or the Participating Entity provides its employees. 9.3 Conflict of Interest. PACE Provider covenants that it presently has no interest and that it will not acquire any interest, direct or indirect,that represents a financial conflict of interest under state law or that would otherwise conflict in Regional Collaborative Services Agreement for PACE Financing—ABAG and [PACE Provider] Page 10 of 15