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<br /> representatives and (2) "Claims" include, but is not limited to, any and all losses, claims, demands,
<br /> expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or
<br /> damage, irrespective of the type of relief sought or demanded, such as money or injunctive relief, and
<br /> irrespective of whether the damage alleged is bodily injury, damage to property, economic loss, general
<br /> damages,special damages,or punitive damages.
<br /> 9. Insurance Contractor shall procure and keep in force during the term of this Agreement, at
<br /> Contractor's own cost and expense, automobile liability insurance on all vehicles used by Contractor in
<br /> the performance of its duties under this Agreement.Proof of such insurance shall be provided to the City
<br /> prior to performing any services hereunder. A statement certifying that no vehicle will be used in
<br /> fulfilling this Agreement may be substituted for this insurance requirement..
<br /> 10. Independent Contractor.
<br /> A. It is further agreed by and between the parties that because this Agreement shall not constitute
<br /> nor create an employer-employee relationship, and since the Contractor is an independent contractor,
<br /> Contractor shall be responsible for all obligations relating to federal income tax, self-employment FICA
<br /> taxes and contributions, and all other so called employer taxes and contributions, including, but not
<br /> limited to, industrial insurance(Workmen's Compensation), and that the Contractor agrees to indemnify,
<br /> defend and hold the City harmless from any claims,valid or otherwise,made to the City,because of these
<br /> obligations.
<br /> B. Any and all employees of the Contractor,while engaged in the performance of any Work, shall
<br /> be considered employees of the Contractor only and not of the City, and any and all claims that may or
<br /> might arise under the Worker's Compensation Act on behalf of said employees or Contractor, while so
<br /> engaged in any and all claims made by a third party as a consequence of any negligent act of omission on
<br /> the part of the Contractor's employees,while so engaged on any of the Work, shall be the sole obligation
<br /> and responsibility of the Contractor.
<br /> C. Contractor 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 there under insofar as
<br /> applicable to its employees and shall at all times save the City free, clear and harmless from all actions,
<br /> claims, demands and expenses arising out of said act, and rules and regulations that are or may be
<br /> promulgated in connection therewith.
<br /> D. Contractor assumes full responsibility for the payment of all payroll taxes,use, sales, income,
<br /> or other form of taxes (such as state and, city business and occupation taxes), fees, licenses, excises or
<br /> payments required by any city, federal or state legislation which are now or may during the term of the
<br /> Agreement be enacted as to all persons employed by the Contractor and as to all duties, activities and
<br /> requirements by the Contractor in performance of the Work and Contractor shall assume exclusive
<br /> liability therefore, and meet all requirements there under pursuant to any rules or regulations that are now
<br /> or may be promulgated in connection therewith.
<br /> 11. Employment.The Contractor warrants that it had not employed or retained any company or person,
<br /> other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement
<br /> and that it has not paid or agreed to pay any company or person,other than a bona fide employee working
<br /> solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other
<br /> consideration, contingent upon or resulting from the award or making of this Agreement. For breach or
<br /> violation of this warranty, the City shall have the right to annul this Agreement without liability or,in its
<br /> discretion, to deduct from the Agreement price or consideration or otherwise recover,the full amount of
<br /> such fee,commission,percentage,brokerage fee,gift,or contingent fee.
<br /> S:\#Common\BD\Agreement with MER Co.doc
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