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<br /> shall eliminate or reduce such deductible or the Contractor shall procure a Bond, in a form satisfactory to
<br /> the City Manager or his designee, covering the same.
<br /> 7. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest
<br /> extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives,
<br /> officers, directors, officials and employees from and against claims, damages, losses and expenses
<br /> (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating
<br /> to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating
<br /> to professional Services performed under this Agreement.
<br /> The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives,
<br /> officers, directors, officials and employees shall arise in connection with any claim, damage, loss or
<br /> expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or
<br /> destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts,
<br /> errors, mistakes or omissions related to Services in the performance of this Agreement including any
<br /> person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties
<br /> agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the
<br /> indemnification set forth in this Agreement.
<br /> 8. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent
<br /> Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any
<br /> action of the parties shall be construed to constitute or to render the Contractor an employee, partner,
<br /> agent, shareholder, officer or in any other capacity other than as an independent Contractor other than
<br /> those obligations which have been or shall have been undertaken by the City. Contractor shall be
<br /> responsible for any and all of its own expenses in performing its duties as contemplated under this
<br /> Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall
<br /> have no duty to withhold any Federal income taxes or pay Social Security services and that such
<br /> obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall
<br /> furnish its own transportation, office and other supplies as it determines necessary in carrying out its
<br /> duties under this Agreement.
<br /> 9. TERIVIINATION AND REMEDIES FOR BREACH.
<br /> A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a
<br /> timely manner or otherwise violate any of the covenants, agreements or stipulations
<br /> material to this Agreement, the City shall have the right to terminate the Services then
<br /> remaining to be performed. Prior to the exercise of its option to terminate for cause, the
<br /> City shall notify the Contractor of its violation of the particular terms of the Agreement
<br /> and grant Contractor ten (10) days to cure such default. If the default remains uncured
<br /> after ten (10) days the City may terminate this Agreement, and the City shall receive a
<br /> refund from the Contractor in an amount equal to the actual cost of a third party to cure
<br /> such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement,
<br /> City shall pay for services rendered as of the date of termination.
<br /> i. In the event of termination, all finished and unfinished documents, data and other
<br /> work product prepared by Contractor (and sub Contractor (s)) shall be delivered to
<br /> C1011-056 CROSSING GUARDS AGREEMENT Page 6 of 11
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