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3. TERM
<br />This Agreement shall commence on July 1, 2009 and terminate on June 30, 2012, unless
<br />terminated earlier in accordance with Section 12, below. The term of this Agreement may be
<br />extended for one additional two-year term upon a writing executed by the Fire Chief and the City
<br />Attorney for the City and by 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 />Prior to undertaking performance of work under this Agreement, Consultant shall
<br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
<br />described below:
<br />a. Professional liability (errors and omissions) insurance, with a combined single limit of
<br />not less than $1,000,000 per claim.
<br />b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
<br />of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
<br />liability for worker's compensation or to undertake self-insurance. Prior to commencing the
<br />performance of the work under this Agreement, Consultant agrees to obtain and maintain any
<br />employer's liability insurance with limits not less than $1,000,000 per accident.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />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. The Consultant further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />25C-4
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