|
A-2
<br />589814v1MU205-49
<br />
<br />IV. INDEPENDENT CONTRACTOR.
<br />
<br />All services provided pursuant to this Agreement shall be provided by the Contractor as an
<br />independent contractor and not as an employee of the EDA for any purpose. Any and all officers,
<br />employees, subcontractors, and agents of the Contractor, or any other person engaged by the Contractor
<br />in the performance of work or services pursuant to this Agreement, shall not be considered employees
<br />of the EDA. Any and all actions which arise as a consequence of any act or omission on the part of
<br />the Contractor, its officers, employees, subcontractors, or agents, or other persons engaged by the
<br />Contractor in the performance of work or services pursuant to this Agreement, shall not be the
<br />obligation or responsibility of the EDA. The Contractor, its officers, employees, subcontractors, or
<br />agents shall not be entitled to any of the rights, privileges, or benefits of the EDA’s employees, except
<br />as otherwise stated herein.
<br />
<br />V. INDEMNIFICATION.
<br />
<br />The Contractor, and any and all officers, employees, subcontractors, and agents of the
<br />Contractor, or any other person engaged by the Contractor in the performance of work or services
<br />pursuant to this Agreement, shall indemnify, defend, and hold harmless the EDA and its officials,
<br />employees, contractors and agents from any loss, claim, liability, and expense (including reasonable
<br />attorneys’ fees and expenses of litigation) arising from, or based in the whole, or in any part, on any
<br />negligent act or omission by the Contractor, its officers, employees, subcontractors, and agents, or any
<br />other person engaged by the Contractor in the performance of work or services pursuant to this
<br />Agreement. In no event shall the EDA be liable to the Contractor for consequential, incidental, indirect,
<br />special, or punitive damages.
<br />
<br />VI. INSURANCE.
<br />
<br />The Contractor shall maintain reasonable insurance coverage throughout this Agreement. The
<br />Contractor agrees that before any of the Services can be performed, the Contractor shall procure at a
<br />minimum: Worker’s Compensation Insurance as required by state law; and Commercial General Liability
<br />in an amount of not less than $1,500,000.00 per occurrence for bodily injury or death arising out of each
<br />occurrence, and $1,500,000.00 per occurrence for property damage. To meet the Commercial General
<br />Liability requirements, the Contractor may use a combination of Excess and Umbrella coverage. The
<br />Contractor shall provide the EDA with a current certificate of insurance including the following language:
<br />“The Mounds View Economic Development Authority is named as an additional insured with respect to
<br />the commercial general liability and umbrella or excess liability, as required by the contract. The umbrella
<br />or excess liability policy follows form on all underlying coverages.” Such certificate of liability insurance
<br />shall also contain a statement that such policies of insurance shall not be canceled or amended unless thirty
<br />(30) days’ written notice is provided to the EDA, or ten (10) days’ written notice in the case of non-
<br />payment.
<br />
<br />VII. CONFLICT OF INTEREST.
<br />
<br /> The Contractor shall use best efforts to meet all professional obligations to avoid conflicts of
<br />interest and appearances of impropriety.
<br />
<br />VIII. MISCELLANEOUS PROVISIONS.
<br />
|