Agenda - Council Work Session - 10/12/2010

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6. INDEPEDNDENT CONTRACTOR STATUS Youth First is an independent contractor and nothing herein contained shall be construed to create the relationship of employer and employee between City and Youth First. Youth First shall at all times be free to exercise initiative, judgment and discretion as to how to best perform or provide the sales services. Youth First acknowledges and agrees that its employees are not entitled to receive any of the benefits received by City employees and said employees are not eligible for workers'_ or unemployment compensation benefits. Youth First also acknowledges and agrees that no withholding or deduction for State or Federal income taxes, FICA, FUTA, or otherwise, will be made from the payments due Youth First and that it is Youth First's sole obligation to comply with the applicable provisions of all Federal and State tax laws. 7. INDEMNIFICATION Any and all claims that arise or may arise against Youth First, its agents, servants or employees as a consequence of any act or omission on the part of Youth First or its agents, servants, employees while engaged in the performance of the Agreement shall in no way be the obligation or responsibility of the City. Youth First shall indemnify, hold harmless and defend the City, its officers and employees against any and all liability, loss, costs, damages, expenses, claims or actions, including attorneys' fees which the City, its officers or employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any negligent or willful act or omission of Youth First, its agents, servants or employees, in the execution, performance, or failure to adequately perform Youth First's obligations pursuant to this Agreement. 8. INSURANCE 8.1 General Terms In order to protect itself and to protect the City under the indemnity provisions set forth above Youth First shall, at Youth First's expense, procure and maintain policies of insurance covering the term of this Agreement, as set forth below. Such policies of insurance shall apply to the extent of, but not as a limitation upon or in satisfaction of, the indemnity provisions herein. All retentions and deductibles under such policies of insurance shall be paid by Youth First. Each such policy of insurance shall contain a clause providing that such policy shall not be cancelled by the issuing insurance company without at least 10 days written notice, to the City of intent to cancel. 8.2 Coverage The policies of insurance to be obtained by Youth First pursuant to this section shall be purchased from a licensed carrier and shall include the following: