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<br />3. TERM
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<br />This Agreement shall commence on the date first written above and terminate on December
<br />31,2005, unless terminated earlier in accordance with Section 12, below. The term of this
<br />Agreement may be extended upon a writing executed by the Executive Director of
<br />Community Development Agency and the City Attorney.
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<br />4. INDEPENDENT CONTRACTOR
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<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be
<br />construed to create an employer-employee relationship, a joint venture relationship, or to
<br />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,
<br />the 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
<br />and wages, employer's social security taxes, unemployment insurance and similar taxes
<br />relating to employees and shall be responsible for all applicable withholding taxes.
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<br />5. INSURANCE
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<br />Due to the nature of the work being performed by the Consultant, insurance requirements are
<br />waived for the performance of this Agreement.
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<br />6. INDEMNIFICATION
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<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (l) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including health, and claims for property damage, which may arise
<br />from the direct or indirect operations of the Consultant or its contractors, subcontractors,
<br />agents, employees, or other persons acting on their behalf which relates to the services
<br />described in section I of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason ofthe
<br />terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or
<br />by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third
<br />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
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
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