|
<br />"
<br />
<br />Development Services and the City Attorney.
<br />4. INDEPENDENT CONTRACTOR
<br />
<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 ofthis 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.
<br />
<br />5. INSURANCE
<br />
<br />Due to the nature ofthe work being performed by the Consultant, insurance requirements are
<br />waived for the performance of this Agreement.
<br />
<br />6. INDEMNIFICATION
<br />
<br />Consultant agrees to and shall indemnify and hold hannless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (I) 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 1 ofthis Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the
<br />terms of or effects arising from this Agreement. This indemnity and hold hannless 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 ofthis 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.
<br />
<br />7. CONFIDENTIALITY
<br />
<br />If Consultant receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall
<br />not use or disclose such information except in the performance ofthis Agreement, and further
<br />agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />
<br />2
<br />
|