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This Agreement shall commence on July 1, 2012 and terminate on June 30, 2013, unless terminated earlier in <br />accordance with Section 13, below. The term of this Agreement may be extended for up to four additional one -year <br />terms, at the option of the Executive Director of Public Work. <br />5. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not <br />an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee <br />relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services <br />to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment <br />insurance and 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. Contractor 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 <br />death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's <br />operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of <br />insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including <br />death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall <br />(a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary <br />and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard <br />separation of insureds provisions. <br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than <br />$2,000,000 combined single limit. 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 />(ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be <br />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 or <br />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 />7. INDEMNIFICATION <br />2 <br />