09 ATTACHMENT 2 - Laserfiche WebLink

9. Consultant's Status. In the performance of the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor, and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents, servants, and employees and are not agents, servants, or employees of City. 10. Termination of Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement. is so terminated, the Consultant shall be paid for the percentage of the work actually completed, based on a pro rata portion of the total fixed sum compensation described in Section 7 herein at the time the notice of termination is received. 11. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation therein without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. 12. Indemnify and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City and its officers and employees from and against all claims, losses, damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed and/or approved the work or services which has given rise to the claim, loss, damage, injury, or liability for damages. This indemnification shall extend until thirty (30) days after the City has filed and posted a Notice of Determination, as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligations under this paragraph. 13. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense the following insurance coverage: a. General Liability and Bodily Injury Insurance. A comprehensive, general liability insurance for at least $500,000 combined limit for bodily injury and property damage and provide that the City, its officers, employees, and agents are named additional insureds under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider thereof that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss covered thereunder. b. Automobile Liability Insurance. Automobile liability insurance in an amount not less than $500,000 per person/per occurrence.