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<br />d. The following requirements apply to the insurance to be provided by Vendor pursuant <br />to this section: <br /> <br />(i) Vendor shall maintain all insurance required above in full force and effect <br />for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br /> <br />e. If Vendor fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proofthat insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not effect Vendor's right to be paid for its time <br />and materials expended prior to notification oftermination. Vendor waives the right to receive <br />compensation and agrees to indemnify the City for any work performed prior to approval of <br />insurance by the City. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Vendor shall, during the entire term ofthis Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer-employee relationship, a joint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which Vendor performs <br />the services which are the subject matter ofthis Agreement; however, the services to be provided <br />by Vendor shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Vendor shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br /> <br />6. INDEMNIFICATION <br /> <br />Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Vendors, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations ofthe Vendor or its contractors, subcontractors, agents, employees, <br />or other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. <br />This indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. The Vendor further agrees to indemnify, hold harmless, and pay all costs <br />for the defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that <br /> <br />3 <br />