2005/02/09 Council Agenda Packet

5 7.3. Independent Contractor Both Parties hereto,in the performance of the Contract,will be acting in their individual capacities and not as agents, employees,partners,joint ventures or associates of one another. The employees or agents of one Party shall not be deemed or construed to be the employees or agents of the other Party for any purpose whatsoever. The Contractor's staff shall work under the direction and control of the Contractor. The Contractor shall ensure that all Contractor's staff is properly trained and fully equipped to perform their assigned tasks. The Contractor shall provide any necessary reasonable accommodations to enable Contractor's staff to perform assigned tasks. 7.4. Status of Contractor's Employees The Parties agree that no person supplied by Contractor in the performance of obligations under this Agreement is an employee of the Owner, and that no rights in the Owner's civil service, retirement system, other employee benefits, or personnel rules shall accrue to such persons. Contractor shall have total responsibility for all salaries,wages,bonuses,retirements, withholdings, worker's compensation,other employee benefits and all taxes and insurance premiums pertinent thereto concerning such persons used by them in the performance of this Contract; and Contractor shall save and hold the Owner harmless with respect thereto. 7.5. Standards of Conduct Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance and integrity. Contractor's staff must be cooperative and work in harmony with each other, City employees,other City contractors, and City customers at all times. While on the City's work premises, Contractor's staff must comply with all City ordinances related to behavior and conduct required by invitees and City employees. Any Contractor's staff found in violation of any City ordinance, regulation, or the site safety plan may be asked to immediately leave City premises. The Contractor must be prepared to provide an immediate replacement. 8. RISK MANAGEMENT 8.1. Insurance The Contractor shall, at all times during the term of this Agreement, obtain and maintain continuously, at its own expense, and file with the City's Project Manager and the City's Risk Manager, evidence of a policy or policies of insurance as described and required by the General Conditions. 8.2. Indemnification Unless and to the extent otherwise provided in this paragraph,the Contractor hereby agrees to defend and indemnify the City and the Design Team from any and all Claims arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by Contractor(or its employees, agents,representatives, and subcontractors)relating to this Agreement. The Everett Water Pollution Control Facility Expansion Phase A Construction Agreement 14 32