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., ' in pursuit of ConsultanYs independent calling, and not as an employee of City. Consultant will be under the wntrol of City only as to the results to be accomplished. 5. Indemnification. Consultant will defend, indemnify and hold harmless City, and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the pertormance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of City. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liabiliry insurance from an insurance company authorized to transact the business of insurance in the State of Caiifornia which has a current rating in the BesYs Key Rating guide of at least A-:V in an amount of not less than five hundred thousand Dollars ($500,000) each, except for Workers Compensation and unless othervvise authorized and approved by the Risk Manager or the City Manager in consultation with the City Attorney. Workers Compensation limits, if applicable, will be set at those limits required by the Califomia Labor Code. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the Ciry by certified mail. City, its officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. ConsultanYs insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by the City will be in excess of ConsultanYs insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Business License. Consultant will obtain and maintain a Ciry of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 8. Conflict of Interest. City will evaluate ConsultanYs duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of ConsultanYs employees, agents or subcontractors. Should it be determined that disclosure is required, Consultant or ConsultanYs employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 9. Compliance With Laws. Consuitant will comply with all appiicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Redwood City Business License for the term of this Agreement. 10. Termination. City or Consultant may terminate this Agreement at any time after a discussion, and written hotice to the other party. City will pay ConsultanYs costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. 11. Claims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Govemment Code sections 12650, et seq. Consultant further acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement. ATTY/AGIL2011.099PSA SMITH EMERY 092311 2