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(attached and marked hereto as Exhibit F and incorporated herein by reference)to the extent that the <br /> clause is applicable to this contract. <br /> G. INDEPENDENT CONTRACTOR STATUS Nothing contained in this Agreement shall be <br /> construed to make the Professional Service Provider an employee or partner of the City. The <br /> Professional Service Provider shall at all times hereunder be construed to be an independent <br /> contractor. <br /> H. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the <br /> Professional Service Provider shall abide by the terms of all Federal requirements in the performance <br /> of duties hereunder. <br /> I. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in <br /> writing and executed by both parties hereto. <br /> J. HOLD HARMLESS.Professional Service Provider shall indemnify and save harmless the City,its <br /> officers and employees against any and all claims for damages to property or injuries to or death of <br /> any person or persons,including property and employees or agents of the City and including <br /> reasonable attorney's fees incurred by the City or required in any way to be paid by the City,in <br /> defense thereof,and shall indemnify and save harmless the City from all claims,demands, suits, <br /> actions or proceedings including Worker's Compensation claims,of or by anyone whomsoever, <br /> proximately caused or proximately arising out of negligent acts or omissions to act by Professional <br /> Service Provider in connection with its performance of this contract,including operations of its <br /> subcontractors and negligent acts or omissions of employees or agents of the Professional Service <br /> Provider or its subcontractors. <br /> The City shall indemnify and save harmless the Professional Service Provider,its officers and <br /> employees against any and all claims for damages to property or injuries to or death of any person or <br /> persons,including property and employees or agents of the Professional Service Provider and <br /> including reasonable attorney's fees incurred by the Professional Service Provider or required in any <br /> way to be paid by the Professional Service Provider,in defense thereof,and shall indemnify and save <br /> harmless the Professional Service Provider from all claims,demands,suits, actions or proceedings <br /> including Worker's Compensation claims,of or by anyone whomsoever,proximately caused or <br /> proximately arising out of negligent acts or omissions to act by City in connection with its <br /> performance of this contract,including operations of its subcontractors and negligent acts or <br /> omissions of employees or agents of the City or its subcontractors. <br /> Insurance coverage specified in this Agreement constitutes the minimum requirements and said <br /> requirements shall not lessen or limit the liability of the Professional Service Provider under the terms <br /> of the Agreement. The Professional Service Provider shall procure and maintain at his own cost and <br /> expense,any additional kinds and amounts of insurance that,in the Professional Service Provider's <br /> own judgment,may be necessary for the Professional Service Provider's proper protection in the <br /> prosecution of the work.Neither Party shall be liable to the other Party for incidental, indirect,special <br /> or consequential damages. <br /> Notwithstanding anything herein to the contrary,Contractor will not be liable to the City for any <br /> consequential,indirect,incidental,or special loss or damage suffered by the City or any third party, <br /> which are in excess of the insurance coverage amounts set forth in Section IV.D.7 hereof. <br /> K. COPYRIGHT ASSIGNMENT. The Professional Service Provider assigns to the City any and all <br /> of Professional Service Provider's rights under copyright laws for work prepared by the Professional <br /> Service Provider,its employees, subcontractors or agents in connection with this Contract,including <br /> any and all rights to register said copyright,renewal rights,determination rights and import rights, <br /> Last Revised:2027-06-01 <br />