Resolution 2008-04 - Laserfiche WebLink

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B. No official or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. XII. GENERAL PROVISIONS A. Independent Contractor. In the performance of the Services, the Lobbyist shall act as an independent contractor and not as agent of the; City except to the extent the Lobbyist is specifically authorized to act as agent of the City. Lobbyist and any persons employed by Lobbyist for the performance of work hereunder shall be independent contractors and not agents of the City. Any provisions in this Agreement that may appear to give the City the right to direct Lobbyist as to details of doing work or to exercise a measure of control over the work mean that Lobbyist shall follow the direction of the City as to end results of the work only. As an independent contractor Lobbvist and its employees are not entitled to workers' compensation benefits except as may be provided by the Lobbvist and are not entitled to unemployment insurance benefits unless unemulovment compensation coverage is provided by the Lobbvist or some other entity The Lobbvist is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this Agreement. B. Books and Records. The Lobbyist's books and records with respect to the Services and reimbursable costs shall be kept in accordance: with recognized accounting principles and practices, consistently applied, and will be made available: for the City's inspection and copying at all reasonable times at the places where the same may be kept. The Lobbyist shall not be required to retain such books and records for more than three (3) years after completion of the Services. C. Responsibility; Liability -Indemnification. The Lobbyist's shall indemnify and hold harm- less the City and its officers, agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of the Services, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Project itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission or other fault of the Lobbyist, any subcontractor of the Lobbyist, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person df;scribed in this paragraph C. In any and all claims against the City or any of its officers, agents or employees by any employee of the Lobbyist, any subcontractor of the Lobbyist, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph C shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Lobbyist or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. In the event it becomes necessary for the City to bring an action to enforce any provision of this Agreement or to recover any damages the City may incur as a result of the breach of this Agreement, including, but not limited to defective work, and the City prevails in such litigation, the Lobbyist shall pay the City its reasonable attorney fees as deterrriined by the Court. D. Communications. All communications relating to the day-to-day activities for the Project shall be exchanged between the City Manager's Office and the Lobbyist who will be designated by the parties promptly upon commencement of the Services.