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4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term 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, ajoint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner 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, employer's social security taxes, unemployment insurance and <br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />6 W&I U:L1041 <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. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the <br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for <br />worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work <br />under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with <br />limits not less than $1,000,000 per accident. <br />b. Professional liability (errors and omissions) insurance, with a combined single limit of not <br />less than $1,000,000 per claim. <br />c. The following requirements apply to the insurance to be provided by Consultant pursuant to <br />this section: <br />(i) Consultant shall maintain all insurance required above in fill force and effect for <br />the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of this <br />Agreement and shall be approved in form by the 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 />6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, damages, <br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, <br />including death, and claims for property damage, which may arise from the direct or indirect operations of <br />the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their <br />behalf which relates to the services described in section 1 of this Agreement. The Consultant further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs <br />for special counsel to be selected by the City, regarding any action by a third party challenging the <br />validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects <br />arising from this Agreement. City may make all reasonable decisions with respect to its representation in <br />any legal proceeding. <br />25P -8 <br />