City Council Agenda and Packet 2004 03 16

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.," []JL~@[%@u 5. Audit. The City reserves the right to conduct an audit of all records related to this Agreement should the City have concerns about the County's performance of the services listed in ;<;::.lchment 1-'-.., 6. Integrated Agre:;ment and Amendments. This Agreement is an integration of the entire understanding 01 the parties with respect to the matters set forth herein. This Agreement cannot be altered or amended except in writing, signed by duly authorized representatives of the parties. This Agreement incorporates herein by reference the attachments checked below: l Attachment A (Scope of Services) ~Attachment B (Annual Financial Report) 7. Independent Contractor. The County and any persons employed or engaged by the County to perform services under this Agreement shall perform all services under this Agreement as an independent contractor and not as an agent or employee of the City. It is mutually agreed and understood that nothing contained in this Agreement is intended or shall be construed as in any way I~stablishing the relationship of copartners or joint ventures between the parties hereto or as construing the County, including its agents, employees, and any persons engaged by the County to perform services under this Agreement as an agent or employee of the City. The County shall remain an independent and separate entity~ The County shall not be supervised by any employee or official of the City nor will the County exercise supervision over any employee or official of the City. The County shall not represent that the County is an employee or agent of the City in any capacity, The County, its officers, employees or any other persons engaged by it under this Agreement, are not entitled to Worker's Compensation benefits except as may be provided by the County or some entity other than the City. The County is obligated to pay federal and state income tax on money earned pursuant to this Agreement, if applicable. 8. Personnel. County agrees to provide competent personnel to supervise the delivery of the scheduled services to achieve and maintain a highly professional and competent level of services. 9. Insurance. The City and County are "public entities" within the meaning ofthe Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as amended ("Act"). The City and County shall at all times during the term of this Agreement maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by either party, the other party shall show proof of such insurance. 10. Liability. Each party assumes responsibility for its negligent actions and omissions, and those of its officers, agents and employees in the performance or failure to perform under this agreement. By agreeing to this provision, neither the City nor the County waives or intends to waive, as to any person, the limitations on liability which are