CITCOM, INC. 2 -2012 - Laserfiche WebLink

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4. INDEMNIFICATION. Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and volunteers, from any liability or financial loss. The duties set forth in this Section shall survive termination of this Agreement_ 5. INSURANCE. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy of commercial automobile liability insurance covering comprehensive vehicle liability including bodily injury, personal injury, uninsured motorist, medical payments, collision and property damage in compliance with California law with $1,000,0000 coverage per accident for bodily injury and property damage. Additionally, Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy of Commercial General Liability insurance with $1,000,000 coverage per incident_ Such insurance policies shall provide that the insurance coverage shall not be canceled, reduced or otherwise modified by the insurance carrier without the insurance carrier giving the City thirty (30) days prior written notice thereof. Consultant agrees that it will not cancel, reduce or otherwise modify any insurance coverage required by this Agreement. At all times during the term of this Agreement, Consultant shall maintain on file with the City Clerk a certificate of ins??ra.,ce or other document acceptable to the City's Risk Manager and City Attorney, showing that the aforesaid policy is in effect in the amount above provided that the policy cannot be reduced or cancelled except on thirty (30) days notice by the insurance carrier to the City. Consultant must provide certification to the City Clerk within thirty days of the effective date of the Agreement and must have coverage in effect prior to commencing the performance of work under this Agreement. 6. WORK PRODUCT. All products of consulting, including, without limitation, any copywritable works, ideas, discoveries, inventions, patents, products, videos, graphics, scripts, or other information (Collectively, the "work product") developed in whole or in part by Consultant in connection with this Agreement shall be the exclusive property of City. Upon request of City, Consultant shall sign all documents requested by City to confirm or perfect the exclusive ownership of City of the work product. Unless subject to mandatory disclosure pursuant to the State's Public Records Act, any work product identified as confidential shall not be released to external entities without the expressed written consent of Consultant. Any work product in the possession of Consultant shall be delivered to City at least ten (10) days prior to the termination of this Agreement. INDEPENDENT CONSULTANT. Consultant is not an employee of the City and shall have no power to incur any debt, obligation or liability on behalf of the City. Consultant is not entitled to any benefits paid or given to employees of the City. Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and