Agmt13 RWC 2020 El Centro de Libertad, (El Centro) AOD

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4. Status of Consultant. Consultant will perForm the Services as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be under the control 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 and Redwood City 2020 and its officers, agents, employees, and volunteers, from and against all claims, damages, losses and expenses including attorney fees arising out of the performance 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 or Redwood City 2020. The Parties expressly agree that any reasonable payment, attorney's fee, cost 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. The parties expressly agree that this section shall survive the expiration or early termination of the Ag reement. 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 liability insurance from an insurance company authorized to transact the business of insurance in the State of California 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 otherwise 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 California 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 City by certified mail. City, its officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. Consultant's 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 City 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 Consultant's 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. Consultant will comply with all applicable 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 notice to the other party. City will pay Consultant's costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. ATTY/AGR/2012.198 AOD 1MTH EL CENTRO DE LIBERTAD FY 12-13 REV:12-14-12 PT Page 2 of 5 __ _