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2. The City shall be responsible for the acts and omissions of its officers, agents, and
<br /> employees in connection with this project and shall indemnify, defend, and hold
<br /> harmless Consultant from and against any and all claims, demands, suits, actions,
<br /> proceedings, judgments, losses, damages, injuries, penalties, costs, expenses
<br /> (including attorney's fees), and liabilities arising from their negligence.
<br /> 3. With respect to any and all claims, demands, suits, actions, proceedings, judgments,
<br /> losses, damages, injuries, penalties, costs, expenses (including attorney's fees), and
<br /> liabilities which arise from the joint or concurrent negligence of Consultant and the
<br /> City, each party shall assume responsibility in proportion to the degree of its
<br /> respective fault.
<br /> L. The Consultant agrees to defend, protect, and hold harmless the City, its officers,
<br /> agents, and employees against any and all liability and demands for actual or alleged
<br /> infringements of any patents or copyrights or other intellectual property right by reason
<br /> of any use by the City of any material, machines, software, or systems furnished by
<br /> Consultant under this contractual agreement.
<br /> M. The Consultant shall be familiar with and operate within the guidelines set forth by the
<br /> Occupational Safety and Health Act.
<br /> N. The ConsultanYs proposal for "Project Work Plans - Revised and Additional Phases",
<br /> shall be attached in its entirety as "Exhibit B", and incorporated as a material term of this
<br /> contract. In any instance where the language of the proposal and of this contract are in
<br /> conflict or at variance, the terms of this contract shall prevail.
<br /> V. PAYMENT.
<br /> A. Consultant agrees to amend the agreement with the City dated November 29,�2001, so
<br /> as to provide the services detailed therein for a total not to exceed $47,250. Further, the
<br /> Consultant agrees to provide the services detailed in Exhibit B, attached hereto and
<br /> made a part hereof, for a total not to exceed $68,950. -
<br /> B. Payment for services under this contract will be made on a semi-monthly basis, subject
<br /> to the number of hours worked and invoiced.
<br /> C. The consideration to be paid the Consultant, as provided herein, shall be in
<br /> compensation for all of the Consultant's expenses incurred in the performance hereof,
<br /> including travel and per diem, unless otherwise expressly so provided.
<br /> D. The City of Decatur is totally exempt from taxes. The City will provide the Consultant
<br /> with applicable Tax Exemption Certificates as required.
<br /> VI. INSURANCE.
<br /> A. Consultant shall obtain and maintain, and shall furnish to the City within ten (10) days
<br /> after receipt of a signed copy of the contract satisfactory evidence of, insurance
<br /> coverages as set forth below, provided by insurance companies acceptable to the City
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