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apply as primary insurance on behalf of such Additional Insureds or (2) a true copy of <br />the blanket additional insured clause from the policies. Receipt by the City or the City's <br />designee of any certificate showing less coverage than required is not a waiver of EGM's <br />obligations to fulfill the requirements. <br />E.In case of the breach of any provision of this Section, the City may, at its option and <br />with no obligation to do so, provide and maintain at the expense of EGM, such types of <br />insurance in the name of EGM, and with such insurers, as the City may deem proper, <br />and may deduct the cost of providing and maintaining such insurance from any sums <br />which may be found or become due to EGM under this Agreement or may demand <br />EGM to promptly reimburse the City for such cost. <br />VII.GENERAL TERMS AND CONDITIONS <br />A.Independent Contractor. This Agreement neither constitutes nor creates an <br />employer-employee relationship. EGM must provide services under this <br />Agreement as an independent contractor. EGM must comply with all federal and <br />state laws and regulations applicable to independent contractors including, but not <br />limited to, the requirements listed in this subsection. EGM agrees to indemnify and <br />defend the City from and against any claims, valid or otherwise, made against the <br />City because of these obligations. <br />B. <br />1.Any and all employees of EGM, while engaged in the performance of any <br />Work, shall be considered employees of only EGM and not employees of the <br />City. EGM shall be solely liable for any and all claims that may or might arise <br />under the Worker's Compensation Act on behalf of such employees or EGM, <br />while so engaged and for any and all claims made by a third party as a <br />consequence of any negligent act or omission on the part of EGM's <br />employees, while so engaged on any of the Work. <br />2.EGM shall comply with all applicable provisions of the Fair Labor Standards <br />Act and other legislation affecting its employees and the rules and regulations <br />issued thereunder insofar as applicable to its employees and shall at all times <br />save the City free, clear and harmless from all actions, claims, demands and <br />expenses arising out of such act, and rules and regulations that are or may be <br />promulgated in connection therewith. <br />3.EGM assumes full responsibility for the payment of all payroll taxes, use, <br />sales, income, or other form of taxes (such as state and, city business and <br />occupation taxes), fees, licenses, excises or payments required by any city, <br />federal or state legislation which are now or may during the term of the <br />Agreement be enacted as to all persons employed by EGM and as to all duties, <br />activities and requirements by EGM in performance of the Work and EGM <br />shall assume exclusive liability therefor, and meet all requirements <br />thereunder pursuant to any rules or regulations that are now or may be <br />promulgated in connection therewith. <br />Audits/Inspections. At any time during normal business hours and as often as the <br />City may deem necessary, EGM shall make available to the City and County for <br />examination all of EGM's records and documents with respect to all matters <br />covered by this Agreement and, furthermore, EGM will permit the City and County <br />to audit, examine and make copies, excerpts or transcripts from such records, and <br />10