2012/01/25 Council Agenda Packet

I3 3. RELATION OF PARTIES The parties to this agreement shall not constitute or create an employer/employee relationship. Dr. Brown is an independent contractor responsible for all obligations relating to federal incone tax, self-employment FICA taxes and contributions and all other employer taxes and contributions and Dr. Brown agrees to indemnify, defend and hold the City harmless from any claim valid or otherwise,made to the City because of these obligations. Dr. Brown is not an employee of the City and is not entitled to the benefits provided by the City to its employees including, but not limited to, group insurance and pension plans. Dr. Brown may practice his profession for others during those periods when he is not performing work under this Agreement for the City. 4. DURATION The term of this agreement shall be from January 1, 2010 to December 31, 2011. It is understood the City or the Dr. Brown may voluntarily terminate this Agreement by providing sixty (60) days advance written notice to the other. In the event of termination of this Agreement, except in the case of material breach, Dr. Brown is entitled to compensation for services rendered prior to notice of termination. 5. COMPENSATION The City agrees to pay Dr. Brown the sum of Three Thousand Eight Hundred and Thirty- Two dollars ($3832) per calendar month for services as set forth in this Agreement. Such payment shall be full compensation foar services rendered including,but not limited to, all labor, materials, supplies, equipment and incidentals necessary to provide the services. Dr. Brown will submit invoices for the period of his engagement as set forth in section 1 above. 6. ASSIGNMENT OF AGREEMENT Dr. Brown shall not sublet or assign any of the work covered by this Agreement without the express written consent of the City. 7. IDEMNIFICATON Dr. Brown hereby agrees to save the City, its officers, employees and agents harmless and indemnify them from all loss, claims, costs, expenses (including but not limited to attorney's fees and litigation expenses) or damage occasioned to the City, its officers, employees or agents or to any third person or property by reason of any act, error or omission by Dr. Brown, his employees, subcontractors or agents which arises as a result of this Agreement, and shall, after reasonable notice thereof, defend and pay the expense of defending any claim or suit which may be commenced against the City, its officers, employees or agents, or any third person alleging injuries to person and/or damage to property by reason of such act, error or omission and will pay any judgment which may be obtained against the City, its officers, employees, agents or third persons in such suit. Nothing herein shall require the Director to indemnify and hold harmless the City, its officers, agents, and employees from claims, demands, damages, expenses or suits caused solely by the negligence or willful misconduct of the City, its officers, employees and agents. 366