2012/03/14 Council Agenda Packet

1 Additional Insureds on the Commercial General Liability Insurance policy and the Business Automobile Liability Insurance policy with respect to the operations performed and services provided under this Agreement and that such insurance shall apply as primary insurance on behalf of such Additional Insureds. Receipt by the City of any certificate showing less coverage than required is not a waiver of Cities Digital's obligations to fulfill the requirements. 14.5. Cities Digital certifies that it is aware of the provisions of Title 51 of the Revised Code of Washington which requires every employer to be insured against liability of Workers' Compensation,or to undertake self-insurance in accordance with the provisions of that Title. Cities Digital shall comply with the provisions of Title 51 of the Revised Code of Washington before commencing the performance of the Work. Cities Digital shall provide the City with evidence of Workers' Compensation Insurance(or evidence of qualified self-insurance)before any Work is commenced. 14.6. In case of the breach of any provision of this section,the City may,at its option and with no obligation to do so,provide and maintain at the expense of Cities Digital,such types of insurance in the name of Cities Digital,and with such insurers,as the City may deem proper,and may deduct the cost of providing and maintaining such insurance from any sums which may be found or become due to Cities Digital under this Agreement or may demand Cities Digital to promptly reimburse the City for such cost. 15 INDEPENDENT CONTRACTOR 15.1. It is further agreed by and between the parties that because this Agreement shall not constitute nor create an employer-employee relationship,and since Cities Digital is an independent contractor,Cities Digital shall be responsible for all obligations relating to federal income tax,self-employment FICA taxes and contributions,and all other so called employer taxes and contributions,including,but not limited to,industrial insurance(Workmen's Compensation),and that Cities Digital agrees to indemnify,defend and hold the City harmless from any claims,valid or otherwise,made to the City,because of these obligations. 15.2. Any and all employees of Cities Digital,while engaged in the performance of any Work, shall be considered employees of Cities Digital only and not of the City,and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees or Cities Digital,while so engaged in any and all claims made by a third party as a consequence of any negligent act or omission on the part of Cities Digital's employees,while so engaged on any of the Work, shall be the sole obligation and responsibility of Cities Digital. 15.3. Cities Digital shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to its employees and shall at all times save the City free,clear and harmless from all actions,claims,demands and expenses arising out of said act, and rules and regulations that are or may be promulgated in connection therewith. 15.4. Cities Digital assumes full responsibility for the payment of all payroll taxes,use,sales, income,or other form of taxes(such as state and,city business and occupation taxes),fees, licenses,excises or payments required by any city,federal or state legislation which are now or City of Everett/Cities Digital,Inc.Software Agreement Page 9 Draft 02/17/2012 14