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<br />6.6 'f he Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, excpt with respect to the
<br />limits of the insurer's liability.
<br />6 7 Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party
<br />except after thirty (30) days' prior written notice has been given to City. The contractor shall promptly notify, or cause the insurance carrier to promptly notify,
<br />the City of any change in the insurance policy or policies required under this Agreement, including. without limitation, any reduction in coverage or in limits of
<br />the required policy or policies.
<br />6.8 insurance shall be placed with California admitted insurers (licensed to do business in California) with a current rating by Rest's Key Rating
<br />Guide acceptable to the City, A Rest's rating of at least A-:VII shall be acceptable to the City: lesser ratings must be approved in writing by the County.
<br />6 9 Contractor shall require that all of its subcontractors are subject to the insurance and indemnity requirements stated herein, or shall include all
<br />subcontractors as additional insureds under its insurance policies -
<br />6 10 At least ten (10) darn prior to the date the Contractor begins performance of its obligations under this Agreement. Contractor shall furnish City
<br />with certificates of insurance, and with original endorsement's. shov+ing coverage required by this Agreement, including, without limitation, those that verify
<br />coverage for subcontractors of the Contractor. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that
<br />insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in City's sole and absolute discretion, approved by the City. City
<br />reserves the right to require complete copies of all required insurance policies and endorsements. at arty time.
<br />6_II The limits of insurance described herein shall not limit the liabilim of the Contractor and Contractor's officers, employees, agents,
<br />representative or subcontractors.
<br />Defense and Indemnification.
<br />ZI To the fullest extent permitted by lave, Contractor shall indemnify. hold harmless and defend the City and its agents, officers and
<br />employees from and against all claims, damages, losses, judgments. liabilities, expenses and other costs, including litigation costs and attorneys'
<br />fees, arising out of. resulting from, or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employees,
<br />agents. representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible
<br />property, including the loss of use, provided, however, such indemnification shall not extend to or cover loss, damage or expense arising from the
<br />sole negligence or willful misconduct of the City or its agents, officers and employees.
<br />7.2 C'ontractor's obligation to defend, indemnify and hold the City and its agents, officers and employees harmless under the provisions
<br />o! this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy is insurance.
<br />8. Status of Contractor.
<br />8.1 All acts of Contractor and its officers, employees, agents. representatives, subcontractors and all others acting on behalf of Contractor relating to the
<br />performance of this Agreement, shall be performed as independent contractors and not as agents, officers or employees of City. Contractor, by virtue of' this Agreement,
<br />has no authority to bind or incur any obligation on behalf of City, Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise
<br />any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of Contractor. It is understood by both Contractor and
<br />City that this .Agreement shall not be construed or considered under any circumstances to create art employer-employee relationship or a joint venture.
<br />8.2 At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives or subcontractors are, and shall
<br />represent and conduct themselves as, independent contractors and not employees of the City.
<br />8.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement.
<br />Contractor shall be responsible to City only for the requirements and results specified in the Agreement and, except as expressly provided in this Agreement, shall not be
<br />subject to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and
<br />means of performing the services under this Agreement. Contractor is permitted to provide services to others during the same period service is provided to City under
<br />this Agreement. If necessary. Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this
<br />:1greement.
<br />8A If in the performance of this Agreement any third persons arc employed by Contractor, such persons shall be entirely and exclusively under the
<br />direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other
<br />term of employment or requirements of law shall be determined by the Contractor
<br />8.5 It is understood and agreed that as an independent Contractor and not an employee of the City, the Contractor and the Contractor's officers, employees,
<br />agents, representatives or subcontractors do not have arty entitlement as it City. employee, and do not have the right to act on behalf of the City in any capacity
<br />whatsoever as an agent. or to bind the City to any obligation whatsoever.
<br />8.6 It is further understood and agreed that Contractor must issue 'A -2 forms or other forms as required by law for income and employment tai purposes
<br />for all of Contractor's assigned personnel under the terms and conditions ofthis Agreement.
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