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funding for the Agreement for any fiscal year covered herein. This Agreement may be renewed for up to four additional
<br />one-year terms on the mutual agreement of the parties.
<br />5. INDEPENDENT CONTRACTOR
<br />Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an
<br />employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee
<br />relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner
<br />in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be
<br />provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing
<br />such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its
<br />subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance
<br />which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death
<br />resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in
<br />the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall
<br />be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the
<br />City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to
<br />insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than
<br />$1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code,
<br />Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to
<br />undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to
<br />obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident.
<br />d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section:
<br />(i) Contractor shall maintain all insurance required above in full force and effect for the entire period
<br />covered by this Agreement.
<br />Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall
<br />be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage
<br />or changed in any other material aspect without thirty (30) days prior written notice to the City.
<br />e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to
<br />furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the
<br />right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to
<br />be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors,
<br />special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial
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