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Barry A. Ross, Esq.
<br />March 11, 2015
<br />Page 2
<br />ComiaeNsnnoN. Compensation for the above services shall be based on the actual
<br />amount of time spent in adequately performing the Services, and shall be billed at the hourly rate
<br />of four -hundred dollars ($400.00). The total compensation shall not exceed Twenty -Five
<br />Thousand Dollars ($25,000) during any fiscal year (July 1st through June 30th) without written
<br />approval of the City Council. Contractor's invoice shall include a detailed description of the
<br />Services performed. Invoices shall be submitted to the City monthly as performance of the
<br />Services progresses. City shall review and pay the approved charges on such invoices in a timely
<br />manner.
<br />INsuRANcE, Contractor shall provide proof of automobile insurance to the City in
<br />the amount of at least $1,000,000 and with policies, endorsements and conditions required by the
<br />City for the Services. If Contractor is an employer or otherwise hires one or more employees
<br />during the term of this Project, Contractor shall also provide proof of workers' compensation
<br />coverage for such employees, which meets all requirements of state law. Contractor shall also
<br />provide errors and omissions professional liability insurance appropriate to its profession and in
<br />the amount of at least $1,000,000 per claim and $3,000,000 aggregate, with conditions and for a
<br />tern acceptable to the City.
<br />TER,vmnoN. The City may terminate this Letter Agreement with cause, provided
<br />that cause shall not include the outcome of prior decisions. If the City finds it necessary to
<br />terminate this Letter Agreement before Project completion, Contractor shall be entitled to be paid
<br />in full for those Services adequately completed prior to the notification of termination.
<br />Contractor may terminate this Letter Agreement only upon 30 calendar days' written notice to the
<br />City only in the event of City's failure to perform in accordance with the terms of this Letter
<br />Agreement through no fault of Contractor.
<br />INacmNirrcaTioN: To the fullest extent permitted by law, Contractor shall defend,
<br />indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents
<br />free and harmless from any and all claims, demands, causes of action, costs, expenses, liability,
<br />loss, damage or injury of any kind, in law or equity, to property or persons, including wrongfid
<br />death, in any manner arising out of, pertaining to, or incident to any alleged negligent acts, errors
<br />or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or
<br />agents in connection with the perfornance of the Contractor's Services, the Project or this Letter
<br />Agreement, including without limitation the payment of all consequential damages, expert
<br />witness fees and attorney's fees and other related costs and expenses. Contractor's obligation to
<br />indemnify shall survive expiration or termination of this Letter Agreement, and shall not be
<br />restricted to insurance proceeds, if any, received by the City, its directors, official's officers,
<br />employees, agents, or volunteers. In no event shall a decision of Contractor on a particular
<br />hearing be considered grounds for Contractor liability or indemnification by Contractor under
<br />this Letter Agreement.
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