Agenda - Council - 01/22/2013 - Laserfiche WebLink

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10. Independent Contractor. ESCI is engaged as an independent contractor and will be responsible for any federal or state taxes applicable to the payments under this agreement. ESCI is not currently employed by Client or a Client Party, and will not be under the direct control of Client or a Client Party. Because ESCI is an independent contractor, neither the Client nor a Client Party will be liable for any tax withholding, social security payments, state workers' compensation insurance, unemployment insurance, retirement system payments, or other similar expenses normally payable on behalf of employees of a Client Party. 11. Indemnification. ESCI agrees to indemnify, defend, and hold harmless Client Party and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the acts and/or any performances or activities of ESCI, ESCI's agents, employees, or representatives under this Agreement. 12. Attorney Fees. If suit, action, or arbitration is brought either directly or indirectly to enforce the terms of this agreement, the prevailing party shall recover, and the losing party hereby agrees to pay, reasonable attorney's fees incurred in such proceeding, in the trial and appellate courts, as well as costs and disbursements as ordered by a court of competent jurisdiction. 13. This agreement is an integrated writing, executed by the parties after negotiation and discussions of all material provisions. None of the parties to this agreement have relied upon inducements, concessions, or representations of fact, except as set forth in this agreement. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, the agreement in two (2) copies, each of which shall be deemed an original, on the first date written above. ESCI Project: Shared Services Study Ramsey, Minnesota Page 2