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shall eliminate or reduce such deductible or the Contractor shall procure a Bond, in a form satisfactory to
<br />the City Manager or his designee, covering the same.
<br />7. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest
<br />extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives,
<br />officers, directors, officials and employees from and against claims, damages, losses and expenses
<br />(including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating
<br />to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating
<br />to professional Services performed under this Agreement.
<br />The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives,
<br />officers, directors, officials and employees shall arise in connection with any claim, damage, loss or
<br />expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or
<br />destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts,
<br />errors, mistakes or omissions related to Services in the performance of this Agreement including any
<br />person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties
<br />agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the
<br />indemnification set forth in this Agreement.
<br />8. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent
<br />Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any
<br />action of the parties shall be construed to constitute or to render the Contractor an employee, partner,
<br />agent, shareholder, officer or in any other capacity other than as an independent Contractor other than
<br />those obligations which have been or shall have been undertaken by the City. Contractor shall be
<br />responsible for any and all of its own expenses in performing its duties as contemplated under this
<br />Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall
<br />have no duty to withhold any Federal income taxes or pay Social Security services and that such
<br />obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall
<br />furnish its own transportation, office and other supplies as it determines necessary in carrying out its
<br />duties under this Agreement.
<br />9. TERMINATION AND REMEDIES FOR BREACH.
<br />A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a
<br />timely manner or otherwise violate any of the covenants, agreements or stipulations
<br />material to this Agreement, the City shall have the right to terminate the Services then
<br />remaining to be performed. Prior to the exercise of its option to terminate for cause, the
<br />City shall notify the Contractor of its violation of the particular terms of the Agreement
<br />and grant Contractor ten (10) days to cure such default. If the default remains uncured
<br />after ten (10) days the City may terminate this Agreement, and the City shall receive a
<br />refund from the Contractor in an amount equal to the actual cost of a third party to cure
<br />such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement,
<br />City shall pay for services rendered as of the date of termination.
<br />i. In the event of termination, all finished and unfinished documents, data and other
<br />work product prepared by Contractor (and sub Contractor (s)) shall be delivered to
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