Agenda - Council Work Session - 05/08/2012

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C. Automobile liability and property damage insurance, including coverage for non - owned and hired vehicles, in limits as for comprehensive general public liability coverage stated above. The City shall be named as an additional insured on the above policies, for coverage needed only for work, as specified in this Contract, which endorsement shall provide that coverage may not be terminated or changed by the insurer except upon 30 days' written notice to the City Administrator. No p olio shall contain any provisions for exclusions from liability other than provisions for Y exclusion from liability forming part of the standard basic unarnended and unendorsed form of policy, except that no exclusion will be permitted in any event if it conflicts with a coverage expressly required in this Contract, and in addition, no policy shall contain any exclusion from p Y re q bodily injury to, or sickness, disease or death of any coverage under the contractual liability Y endorsement of the liability of the Contractor under this Contract. Compliance by the Contractor with the foregoing requirements to carry insurance and furnish certificates shall not relieve the g g Contractor from liability assumed under any provisions of this Contract. SECTION 12. INDEMNIFICATION The Contractor shall indemnify and hold harmless the City and its officers, agents and g employees from and against all claims, damages, losses or expenses, including attorney fees, for which it may be held liable, arising out of or resulting from the assertion against them of any Y claims, debts or obligations in consequence of the performance of this Contract by t he Contractor, its employees, agents or subcontractors. Contract shall be construed to create an Nothing in this C employer/employee, partnership, joint p venture, license or agency relationship between the parties hereto and neither party shall have the g Y p 'right or authority to bind the other in any manner. For purposes of this Contract, Contractor shall g �' be deemed an "independent contractor" as defined by law. Contractor's employees shall not be entitled to any employment benefits given to City employees. SECTION 13. TERMINATION The City shall have the right to terminate this Contract prior to the expiration of its term if in the City's opinion, y • nion, there has been a breach of its terms by the Contractor or if the City decides to p change the way in which it provides for the refuse and recycling services. SECTION 14. PENALTIES. AND DAMAGES A. Failure by the Contractor to perform under this Contract, may result in its termination and/or claims by the City for damages. B. In the event of breach of this Contract by the Contractor, or proven negligence by the Contractor, the Contractor agrees to pay, in addition to the • actual damages 6