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6.8 Insurance shall be placed with California admitted insurers (licensed to do business in California) with a
<br />current rating by Best's Key Rating Guide acceptable to the City. A Bests rating of at least A -:VII shall be
<br />acceptable to the City; lesser ratings must be approved in writing by the County.
<br />6.9 Contractor shall require that all of its subcontractors are subject to the insurance and indemnity
<br />requirements stated herein, or shall include all subcontractors as additional insureds under its insurance policies.
<br />6.10 At least ten (10) days prior to the date the Contractor begins performance of its obligations under
<br />this Agreement, Contractor shall furnish City with certificates of insurance, and with original endorsements, showing
<br />coverage required by this Agreement, including, without limitation, those that verify coverage for subcontractors of
<br />the Contractor. The certificates and endorsements for each insurance policy are to be signed by a person authorized
<br />by that insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in City's sole
<br />and absolute discretion, approved by the City. City reserves the right to require complete copies of all required
<br />insurance policies and endorsements, at any time.
<br />6.11 The limits of insurance described herein shall not limit the liability of the Contractor and
<br />Contractor's officers, employees, agents, representative or subcontractors.
<br />7. Defense and Indemnification.
<br />7.1 To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend the
<br />City and its agents, officers and employees from and against all claims, damages, losses, judgments, liabilities,
<br />expenses and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in
<br />connection with the performance of this Agreement by the Contractor or Contractor's officers, employees,
<br />agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or
<br />destruction to tangible or intangible property, including the loss of use; provided, however, such
<br />indemnification shall not extend to or cover loss, damage or expense arising from the negligence or willful
<br />misconduct of the City or its agents, officers and employees.
<br />7.2 Contractor's obligation to defend, indemnify and hold the City and its agents, officers and
<br />employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in
<br />this Agreement for Contractor to procure and maintain a policy of insurance.
<br />8. Status of Contractor.
<br />8.1 All acts of Contractor and its officers, employees, agents, representatives, subcontractors and all others
<br />acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent
<br />contractors and not as agents, officers or employees of City. Contractor, by virtue of this Agreement, has no authority to
<br />bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or
<br />responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be
<br />considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not be
<br />construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
<br />8.2 At all times during the term of this Agreement, the Contractor and its officers, employees, agents,
<br />representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not
<br />employees of the City.
<br />8.3 Contractor shall determine the method, details and means of performing the work and services to be
<br />provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and
<br />results specified in the Agreement and, except as expressly provided in this Agreement, shall not be subject to City's
<br />control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has
<br />control over the manner and means of performing the services under this Agreement. Contractor is permitted to provide
<br />services to others during the same period service is provided to City under this Agreement. If necessary, Contractor has
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