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A. INDITFN1)ENT CONTRACTOR
<br />Consultant shall, during the entire tens of this Agreement, be construed to be an independent .
<br />contractor- and not an employee of the City. This Agreement is not intended nor shall it be construed to
<br />create an employer- employee relationship, a,joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manna in which Consultant performs the services which are
<br />the subject: matter of this Agreement; however, the services to be provided by Consultant shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, ennploycr's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />S. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Professional liability (errors and omissions) insurance, with a combined single limit of not
<br />less than $1,000,000 per claim.
<br />b. The following requirements apply to the insurance to be provided by Consultant pursuant to
<br />this section:
<br />0) Consultant shall maintain all insurance required above in full force and effect for
<br />the entire period covered by this Agreement.
<br />00 Certificates of insurance shall be finished to the City upon execution of this
<br />Agreement and shall be approved in tbrm by tine City Attorney.
<br />(iii) Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />C. Jf Consultant tails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to furnish the City with required proof that insurance has been procured and is in forceand
<br />parid for, the City shall ]lave the right, at the City's election, to forthwith terminate this Agreement. Such
<br />gemination shall not affect Consultant's right to be paid for its time and materials expended prior to
<br />notification of tonninahon. Consultant waives the right to receive compensation and agrees to indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold hamiless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives fiout liability: (1) for personal injury,
<br />damages, just compensation, restitrnion,judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property dewnage, which may arise from the direct or indirect
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
<br />oil their behaPfwhich relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of'Ule terms of or effects arising fronn Ch.is Agreement, This indemnity and hold harmless
<br />agreement applies to all claims for damages, just. compensation, restitution, judiciaal or equitable relief
<br />suffered, or alleged to have been suffered, by reason of flu events referred to in this Section or by reason
<br />of the terms of, or effects, it from this Agreement, The Consultant firrthor agrees to indemnify, hold
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