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<br />compensation or to undertake self-insurance. Prior to commencing the performance of the work under
<br />this Agreement, Vendor agrees to obtain and maintain any employer's liability insurance with limits not
<br />less than $1,000,000 per accident.
<br />
<br />d. The following requirements apply to the insurance to be provided by Vendor pursuant to this
<br />
<br />section:
<br />
<br />(i) Vendor shall maintain all insurance required above in full force and effect for the
<br />entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this
<br />Agreement and shall be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall state that the policies shall not be cancelled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />
<br />f. If Vendor fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to fumish the City with required proof that insurance has been procured and is in force and paid
<br />for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not effect Vendor's right to be paid for its time and materials expended prior to
<br />notification of termination. Vendor waives the right to receive compensation and agrees to indemnify the
<br />City for any work performed prior to approval of insurance by the City.
<br />
<br />6. Independent Contractor
<br />
<br />Vendor 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 construed to
<br />create an employer-employee relationship, ajoint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manner in which Vendor performs the services which are the
<br />subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a
<br />manner consistent with all applicable standards and regulations governing such services. Vendor shall pay
<br />all salaries and 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 />7. Indemnification
<br />
<br />Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />Vendors, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />health, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Vendor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section I of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of
<br />or effects 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 have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Vendor further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, 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 reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />
<br />March 2007
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