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<br />uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with
<br />Contractor.
<br />
<br />13.5. LIQUIDATED DAMAGES All Parties agree that time is of the essence. The Contractor must provide
<br />sufficient equipment and labor to accomplish clearing of primary rights-of-way within 24 hours of receiving Notice to
<br />Proceed. Failure provide the specified equipment, labor and materials, and to initiate the work staffed and equipped
<br />in accordance with the equipment schedules at 50% capacity within the first 24 hours, and 100% capacity within the
<br />first 48 hours following Notice to Proceed, shall result in the Contractor remitting to the City liquidated damages in the
<br />amount of the cost per hour of each crew as defined in Part B of the Fee Schedule Form for each hour exceeding the
<br />24 hour cutoff where the Contractor is failing to operate, or is operating at less than the response levels specified
<br />herein, plus 25% of the hourly rate as a premium to secure additional work crews from other resources to complete
<br />the work immediately following the disaster.
<br />
<br />13.6. AVAILABILITY OF FUNDS. The City's performance and obligation to pay under this Agreement is
<br />contingent upon an annual appropriation for its purpose by the City Commission.
<br />
<br />13.7. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall
<br />be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be
<br />construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other
<br />capacity other than as an independent contractor other than those obligations which have been or shall have been
<br />undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as
<br />contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor.
<br />The City shall 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 furnish its
<br />own transportation, office and other supplies as it determines necessary in carrying out its duties under this
<br />Agreement.
<br />
<br />13.8. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to
<br />this Agreement and related Services to this Agreement are intended and represented for the ownership of the City
<br />only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor
<br />shall deliver the documents to the City within fifteen (15) calendar days.
<br />
<br />13.9. INDEMNIFICATION. Contractor agrees to indemnify and hold harmless, the City, its officers, agents, and
<br />employees from, and against, any and all claims, actions, liabilities, losses and expenses including, but not limited to,
<br />attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in
<br />equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful
<br />conduct of the Contractor, agents or other personal entity acting under Contractor's control in connection with the
<br />Contractor's performance of Services pursuant to that Agreement and to that extent the Contractor shall pay such
<br />claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such
<br />claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all
<br />costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties
<br />agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Contractor for
<br />this indemnity. Contractor shall, at its own sole cost and expense, during the period of any work being performed
<br />under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and
<br />Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, Contractor's or
<br />employees, as more particularly set forth below:
<br />
<br />General liability insurance, including broad form contractual liability coverage for all operations, including but
<br />not limited to, contractual, products, and completed operations, personal injury and property damage liability
<br />with minimum limits of Five Million Dollars ($5,000,OOO) combined single limit occurrence.
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