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<br />~"~'-1<!;::;:":;:';"~"" --', . <br />;'. . ---~-~ ..-- ~_. <br />. ~"';:". - . <br />~::"'..~;1 .~ <br />1$"'<'" <br />~t: f.c,;~;::?: . <br /> <br />.~ ._<.-- <br /> <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <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 ofthis 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 /> <br />5. RESERVED <br /> <br />6. INDEMNIFICATION <br /> <br />, ' <br /> <br />Consultant agrees to and shall indemnifY and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability: (1) for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims <br />for personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement; and (2) from any claim that personal iItiury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects <br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims <br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to <br />have been suffered, by reason ofthe events referred to in this Section or by reason of the terms <br />of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold <br />harmless, and pay a1\ costs for the defense of the City, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party challenging the validity <br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief due to personal or property rights arises by reason ofthe terms of, or <br />effects arising from this Agreement. City may make all reasonable decisions with respect.to its <br />representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential andlor proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance ofthis Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Conf\dential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />