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<br /> threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or any
<br /> other legal theory, whether such Claims have been reduced to judgment or arbitration award,
<br /> irrespective of the type of relief sought or demanded (such as money or injunctive relief), and
<br /> irrespective of the type of damage alleged (such as bodily injury, damage to property, economic
<br /> loss, general damages, special damages, or punitive damages); and (3) "CHI" includes CHI, its
<br /> employees, agents, representatives and subcontractors. If, and to the extent, CHI employs or
<br /> engages subcontractors, then CHI shall ensure that each such subcontractor (and subsequent tiers
<br /> of subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the
<br /> same terms and conditions as CHI pursuant to this section.
<br /> 7. Insurance. The parties intend that no CHI vehicle will be used in fulfilling this
<br /> Agreement may be substituted for this insurance requirement.
<br /> 8. Independent Contractor.
<br /> A. It is further agreed by and between the parties that because this Agreement shall not
<br /> constitute nor create an employer-employee relationship, and since CHI is an independent
<br /> contractor, CHI shall be responsible for all obligations relating to federal income tax, self-
<br /> employment FICA taxes and contributions, and all other so called employer taxes and
<br /> contributions, including, but not limited to, industrial insurance (Workmen's Compensation), and
<br /> that CHI agrees to indemnify, defend and hold the City harmless from any claims, valid or
<br /> otherwise, made to the City,because of these obligations.
<br /> B. Any and all employees of CHI, while engaged in the performance of any Work, shall be
<br /> considered employees of CHI only and not of the City, and any and all claims that may or might
<br /> arise under the Worker's Compensation Act on behalf of said employees or CHI, while so
<br /> engaged in any and all claims made by a third party as a consequence of any negligent act or
<br /> omission on the part of CHI's employees, while so engaged on any of the Work, shall be the sole
<br /> obligation and responsibility of CHI.
<br /> C. CHI shall comply with all applicable provisions of the Fair Labor Standards Act and
<br /> other legislation affecting its employees and the rules and regulations issued thereunder insofar
<br /> as applicable to its employees and shall at all times save the City free, clear and harmless from
<br /> all actions, claims, demands and expenses arising out of said act, and rules and regulations that
<br /> are or may be promulgated in connection therewith.
<br /> D. CHI assumes full responsibility for the payment of all payroll taxes, use, sales,
<br /> income, or other form of taxes (such as state and, city business and occupation taxes),
<br /> fees, licenses, excises or payments required by any city, federal or state legislation
<br /> which are now or may during the term of the Agreement be enacted as to all persons
<br /> employed by CHI and as to all duties, activities and requirements by CHI in
<br /> performance of the Work and CHI shall assume exclusive liability therefore, and
<br /> meet all requirements thereunder pursuant to any rules or regulations that are now or
<br /> may be promulgated in connection therewith.
<br /> 43 Page3
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