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3. TERM
<br />This Agreement shall commence on the date first written above and terminate on October
<br />31, 2005, unless terminated earlier in accordance with Section 12, below. The parties
<br />acknowledge that this Agreement is intended to include all software support services
<br />commencing on the termination of the previous agreement between the parties — November 1,
<br />2004. The term of this Agreement may be extended upon a writing executed by the Fire Chief
<br />and the City Attorney, and Consultant.
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor
<br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or
<br />to allow the City to exercise discretion or control over the professional manner in which
<br />Consultant performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Consultant shall be provided in a manner consistent with all
<br />applicable standards and regulations governing such services. Consultant shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall be responsible for all applicable withholding taxes.
<br />5. INSURANCE
<br />Due to the nature of the work to be performed by Consultant for City, insurance shall not be
<br />required — work is performed off site.
<br />6. INDEMNIFICATION
<br />6.1 Consultant agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability to the extent of
<br />Consultant's fault or negligence: (1) for personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief arising out of claims for personal injury, including health, and claims
<br />for property damage, which may arise from the direct or indirect operations of the Consultant or
<br />its contractors, subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief due to personal or property rights arises
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