R2011-59 AUTHORIZING AGREEMENT FOR INSPECTION SERVICES

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The City shall indemnify and save harmless the Professional Service Provider, its officers and employees against any and all claims for damages to property or injuries to or death of any person or persons, including property and employees or agents of the Professional Service Provider and including reasonable attorney's fees incurred by the Professional Service Provider or required in any way to be paid by the Professional Service Provider, in defense thereof, and shall indemnify and save harmless the Professional Service Provider from all claims,demands, suits,actions or proceedings including Worker's Compensation claims,of or by anyone whomsoever, proximately caused or proximately arising out of negligent acts or omissions to act by City in connection with its performance of this contract, including operations of its subcontractors and negligent acts or omissions of employees or agents of the City or its subcontractors. Insurance coverage specified in this Agreement constitutes the minimum requirements and said requirements shall not lessen or limit the liability of the Professional Service Provider under the terms of the Agreement. The Professional Service Provider shall procure and maintain at his own cost and expense, any additional kinds and amounts of insurance that, in the Professional Service Provider's own judgment, may be necessary for the Professional Service Provider's proper protection in the prosecution of the work.Neither Party shall be liable to the other Party for incidental, indirect, special or consequential damages. K. COPYRIGHT ASSIGNMENT. The Professional Service Provider assigns to the City any and all of Professional Service Provider's rights under copyright laws for work prepared by the Professional Service Provider, its employees, subcontractors or agents in connection with this Contract, including any and all rights to register said copyright, renewal rights, determination rights and import rights. The Professional Service Provider agrees to execute any additional documents the City may request to effectuate the assignment of said copyright. L. NO BID RIGGING, BID ROTATION. The Professional Service Provider certifies, in accordance with Section 33E-11 of the Illinois Criminal Code,that the Professional Service Provider is not barred from bidding on contracts as a result of a violation of either Section 33E-3,Bid Rigging, or Section 33E-4, Bid Rotating,of the Illinois Criminal Code.The Professional Service Provider so certifies in the Non-Collusion Statement,attached and marked herein as Exhibit G and incorporated herein by reference. M. NO DELINQUENT TAXES. The Professional Service Provider agrees that it is not delinquent in payment of any and all taxes in any State or any political subdivisions therein and shall so certify in the Affidavit of No Delinquent Taxes,attached and marked herein as Exhibit G, and incorporated herein by reference. N. DRUG FREE WORKPLACE. The Professional Service Provider agrees that it shall comply with the Illinois Drug Free Workplace Act,30 ILCS 580/1, et seq. If the Professional Service Provider has twenty-five(25)or more employees or this contract is for more than Five Thousand Dollars ($5,000.00),the Professional Service Provider shall provide to the City the Drug Free Workplace Certification attached and marked herein as Exhibit G and incorporated herein by reference. O. SEVERABILITY. If any section,terms or provisions of this Agreement or the application thereof shall be held to be invalid or unenforceable,the remainder of each section,subsection,term or provision of this Agreement or the application of the Agreement to the parties, shall not be affected thereby. P. The Parties recognize and agree that time is of the essence of this Agreement.