08-28-2017 Council Packet - Laserfiche WebLink

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6. INDEMNIFICATION. The Consultant shall indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, including costs and attorney's fees, asserted by third parties arising out of or by reason of the execution or performance of the work or services provided for herein to the extent caused by the negligence or breach of contract of Consultant and further agrees to defend at its sole cost and expense any action or proceeding arising from Consultant's negligence or breach of contract commenced for the purpose of asserting any claim of whatsoever character arising hereunder. 7. INSURANCE. Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker's Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $1,000,000 each occurrence/aggregate Automobile Liability $1,000,000 combined single limit Excess/Umbrella Liability $2,000,000 each occurrence/aggregate The City shall be named as an additional insured on the general liability and umbrella policies. The Consultant shall secure and maintain a professional liability insurance policy. Said policy shall insure payment of damages for legal liability of Consultant arising out of the performance of professional services for the City, in the insured's capacity as Consultant, if such legal liability is caused by a negligent act, error or omission of the insured or any person or organization for which the insured is legally liable. The policy shall provide minimum limits of $1,000,000 with a deductible maximum of $125,000 unless the City agrees to a higher deductible. Before commencing work the Consultant shall provide the City a certificate of insurance evidencing the required insurance coverage in a form acceptable to City. The certificate shall provide that such insurance cannot be cancelled until thirty (30) days after the City has received written notice of the insurer's intention of cancel this insurance. 8. INDEPENDENT CONTRACTOR. The City hereby retains the Consultant as an independent contractor upon the terms and conditions set forth in this Agreement. The Consultant is not an employee of the City and is free to contract with other entities as provided herein. Consultant shall be responsible for selecting the means and methods of performing the work. Consultant shall furnish any and all supplies, equipment, and incidentals necessary for Consultant's performance under this Agreement. City and Consultant agree that Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's agents or employees are in any manner agents or employees of the City. Consultant shall be exclusively responsible under this Agreement for Consultant's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 9. SUBCONTRACTORS. Consultant shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City, which consent shall not be unreasonably withheld. 1940041 2