Milliman Inc. 2/8/2021 - Laserfiche WebLink

E. Service Provider will perform all services in accordance with applicable professional standards. In the event of any claim arising from services provided by Service Provider at any time,the total liability of Service Provider,its officers, directors,agents and employees to City shall not exceed five million dollars ($5,000,000).This limit applies regardless of the theory of law under which a claim is brought, including negligence,tort,contract,or otherwise. In no event shall Service Provider be liable for lost profits of City or any other type of incidental or consequential damages. The foregoing limitations shall not apply in the event of the intentional fraud or willful misconduct of Service Provider, or with respect to Service Provider's indemnity obligation under Section 8(a)(ii). For clarity, Service Provider's indemnity obligation under Section 8(a)(i)is,expressly,subject to the limitation of liability in this paragraph. 9. Insurance. Service Provider shall procure and keep in force during the term of this Agreement, at Service Provider's own cost and expense,automobile liability insurance on all vehicles used by Service Provider in the performance of its duties under this Agreement. Proof of such insurance shall be provided to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used in fulfilling this Agreement may be substituted for this insurance requirement. 10. Independent Contractor. A. This Agreement neither constitutes nor creates an employer-employee relationship. Service Provider must provide services under this Agreement as an independent contractor. Service Provider must comply with all federal and state laws and regulations applicable to independent contractors including, but not limited to,the requirements listed in this Section 10. Service Provider agrees to indemnify and defend the City from and against any claims,valid or otherwise,made against the City because of these obligations. B. RESERVED. C. Any and all employees of Service Provider,while engaged in the performance of any Work,shall be considered employees of Service Provider only and not of the City, and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees or Service Provider,while so engaged in any and all claims made by a third party as a consequence of any negligent act or omission on the part of Service Provider's employees,while so engaged on any of the Work, shall be the sole obligation and responsibility of Service Provider. D. Service Provider shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to its employees and shall at all times save the City free,clear and harmless from all actions, claims,demands and expenses arising out of said act,and rules and regulations that are or may be promulgated in connection therewith. E. Service Provider assumes full responsibility for the payment of all payroll taxes,use, sales, income,or other form of taxes(such as state and,city business and occupation taxes), fees, licenses, excises or payments required by any city,federal or state legislation which are now or may during the term of the Agreement be enacted as to all persons employed by Service Provider and as to all duties, activities and requirements by Service Provider in performance of the Work and Service Provider shall assume exclusive liability therefore,and meet all requirements thereunder pursuant to any rules or regulations that are now or may be promulgated in connection therewith. 11. Employment/Conflict of Interest. Service Provider warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for Service Provider,to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona Page 4 Milliman PSA 2021