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<br />"EXHIBIT A"
<br />GENERAL PROVISIONS
<br />1. Independent Contractor. At all times during the term of this Contract, MMC shall be an Independent Contractor and
<br />shall not be an employee of CITY. CITY shall not have the right to control the means by which MMC
<br />accomplishes services rendered pursuant to this AGREEMENT.
<br />2. Liability. CITY shall not be called upon to assume any liability for direct payment of any salaries, wages, or other
<br />compensation to any of MMC's personnel or subcontractors performing services hereunder for CITY, or any
<br />liability other than provided for in this AGREEMENT. CITY shall not be liable for compensation or indemnity to
<br />any MMC employee or subcontractor for injury or sickness arising out of his/her employment, or for any negligent
<br />actions of MMC or its employees. All persons employed in the performance of such services and functions shall be
<br />employees of MMC, and as such shall not, for any purposes, be considered employees of CITY and therefore shall
<br />have no right to any CITY benefits, civil service, or other CITY employment status.
<br />3. Insurance. Prior to undertaking performance of work under this AGREEMENT, MMC shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance (including self-insurance as approved by the
<br />CITY's Risk Manager) as described below:
<br />(a) Commercial General Liability Insurance. MMC shall maintain in full force and effect, for the period
<br />covered by this AGREEMENT, comprehensive general liability insurance. This commercial general
<br />liability insurance shall name the CITY, its officers, agents, employees, and volunteers, as additional
<br />insured(s) and shall include, but not be limited to protection against claims arising from bodily and
<br />personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence arising out of MMC's operations in the performance of this AGREEMENT, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single
<br />limit coverage applying to bodily and personal injury, including death resulting therefrom, and property
<br />damage, in the total amount of $1,000,000 per occurrence.
<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
<br />automobiles.
<br />(c) Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code,
<br />MMC, if MMC has any employees, is required to be insured against liability for worker's compensation or
<br />to undertake self-insurance. Prior to commencing the performance of the work under this AGREEMENT,
<br />MMC agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000
<br />per incident.
<br />(d) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or
<br />changed in any other material aspect without thirty (30) days prior written notice to the City. MMC shall
<br />supply the CITY with a fully executed additional insured endorsement in substantially the form attached
<br />hereto as "Exhibit B", in the event that the insurance carrier is unable or unwilling to provide notice
<br />directly to the City or is otherwise unable or unwilling to satisfy the conditions set forth in this provision,
<br />MMC shall provide thirty (30) day prior written notice in the event of cancellation, or ten (10) day prior
<br />written notice in the event of cancellation as a result of non-payment of premiums.
<br />(e) MMC shall provide the CITY with proof of valid insurance and Additional Insured Endorsement(s) prior
<br />to beginning work under this AGREEMENT. MMC waives the right to receive compensation and agrees
<br />to indemnify the CITY for any work performed prior to approval of insurance by the CITY.
<br />(f) If MMC 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
<br />CITY shall have the right, at the CITY's election, to forthwith terminate this AGREEMENT.
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