Common use of Payment of Taxes and Other Expenses Clause in Contracts

Payment of Taxes and Other Expenses. Consultant shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which Consultant performs the services required of Consultant by the terms of this Agreement. Consultant shall be liable for its acts and omissions, and those of its employees and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Consultant. Terms in this Agreement referring to direction from City shall be construed as providing for direction as to policy and the result of Consultant's Work only and not as to the means or methods by which such a result is obtained. Except as expressly provided in this Agreement, nothing in this Agreement shall operate to confer rights or benefits on persons or entities not party to this Agreement. Payment of any taxes, including California Sales and use Taxes, levied upon this Agreement, the transaction, or the services or goods delivered pursuant hereto, shall be the obligation of Consultant. INSURANCE Prior to the execution of this Agreement, Consultant shall furnish to City satisfactory proof that Consultant has taken out for the entire period covered by this Agreement, as further defined below, the following insurance in a form satisfactory to City and with an insurance carrier satisfactory to City, authorized to do business in California and rated by A. M. Best & Company A minus or better, financial category size seven (7) or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from the services of Consultant for which Consultant may be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: Commercial general liability insurance, written on an "occurrence" basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings or structures, damage to underground structures and utilities, liability for slander, false arrest and invasion of privacy arising out of construction management operations, blanket contractual liability, broad form endorsement, a construction management endorsement, products and completed operations, personal and advertising liability, with per location limits of not less than $2,000,000 general aggregate and $2,000,000 each occurrence, subject to a deductible of not more than $25,000 payable by Consultant. Business automobile liability insurance with limits not less than $1,000,000 each occurrence including coverage for owned, non‑owned and hired vehicles, subject to a deductible of not more than $10,000 payable by Consultant. Full workers' compensation insurance for all persons whom Consultant may employ in carrying out Work contemplated under Contract, in accordance with Act of Legislature of State of California, known as "Workers' Compensation Insurance and Safety Act", approved May 26, 1913, and all Acts amendatory or supplemental thereto. Workers' compensation policy shall include Employer Liability Insurance with limits not less than $1,000,000 each accident. Professional Liability Insurance, specific to this Project only, with limits not less than $2,000,000 each claim with respect to negligent acts, errors or omissions in connection with professional services to be provided under this Agreement, and any deductible not to exceed $50,000 each claim, with no exclusion for claims of one insured against another insured. Insurance policies shall contain an endorsement containing the following terms: City, and its directors, officers, partners, representatives, employees, consultants, subconsultants and agents, shall be named as additional insureds, but only with respect to liability arising out of the activities of the named insured, and there shall be a waiver of subrogation as to each named and additional insured. The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. Written notice of cancellation, non-renewal or of any material change in the policies shall be mailed to City thirty (30) days in advance of the effective date thereof. Insurance shall be primary insurance and no other insurance or self-insured retention carried or held by any named or additional insured other than the Consultant shall be called upon to contribute to a loss covered by insurance for the named insured.

Payment of Taxes and Other Expenses. Consultant Should Buyer, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Seller is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be deemed at reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Seller which can be applied against this liability). Buyer shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by Seller for the Buyer, upon notification of such fact by Buyer, Seller shall promptly remit such amount due or arrange with Buyer to have the amount due withheld from future payments to Seller under this Agreement (again, offsetting any amounts already paid by Seller which can be applied as a credit against such liability). A determination of employment status pursuant to the 14.10 (e) shall be solely for the purposes of the particular tax in question, and for all times other purposes of this Agreement, Seller shall not be considered an employee of Buyer. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that Seller is an employee for any other purpose, then Seller agrees to a reduction in the Buyer’s financial liability so that Buyer‘s total expenses under this Agreement are not greater than they would have been had the court, arbitrator, or administrative authority determined that Seller was not an employee. NO SUBCONTRACTING BY SELLER WITHOUT WRITTEN BUYER APPROVAL Seller is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is first approved by the Buyer in writing. Seller shall be an independent contractor responsible for directing the work of any approved subcontractors and for any compensation due to any approved subcontractors. Seller shall ensure that all Seller subcontractors comply with this Agreement and shall be wholly responsible for such compliance. Seller shall require any or all subcontractors to sign an agreement requiring compliance with this Agreement. Buyer shall be the manner third party beneficiary of such agreement(s). However, Xxxxx assumes no responsibility whatsoever concerning compensation or any other responsibility or liability to subcontractors. GOOD FAITH & FAIR DEALING The Parties agree to act reasonably and in which Consultant performs accordance with the services required principles of Consultant by good faith and fair dealing in the terms performance of this Agreement. Consultant shall be liable for its acts and omissions, and those of its employees and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Consultant. Terms in this Agreement referring to direction from City shall be construed as providing for direction as to policy and the result of Consultant's Work only and not as to the means or methods by which such a result is obtained. Except as Unless expressly provided otherwise in this Agreement: (i) wherever the Agreement requires the consent, nothing in this approval or similar action by a Party, such consent, approval or similar action shall not be unreasonably withheld or delayed; and (ii) wherever the Agreement shall operate gives a Party a right to confer rights determine, require, specify or benefits on persons or entities not party to this Agreement. Payment of any taxes, including California Sales and use Taxes, levied upon this Agreement, the transaction, or the services or goods delivered pursuant hereto, shall be the obligation of Consultant. INSURANCE Prior to the execution of this Agreement, Consultant shall furnish to City satisfactory proof that Consultant has taken out for the entire period covered by this Agreement, as further defined below, the following insurance in a form satisfactory to City and with an insurance carrier satisfactory to City, authorized to do business in California and rated by A. M. Best & Company A minus or better, financial category size seven (7) or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from the services of Consultant for which Consultant may be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: Commercial general liability insurance, written on an "occurrence" basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings or structures, damage to underground structures and utilities, liability for slander, false arrest and invasion of privacy arising out of construction management operations, blanket contractual liability, broad form endorsement, a construction management endorsement, products and completed operations, personal and advertising liability, with per location limits of not less than $2,000,000 general aggregate and $2,000,000 each occurrence, subject to a deductible of not more than $25,000 payable by Consultant. Business automobile liability insurance with limits not less than $1,000,000 each occurrence including coverage for owned, non‑owned and hired vehicles, subject to a deductible of not more than $10,000 payable by Consultant. Full workers' compensation insurance for all persons whom Consultant may employ in carrying out Work contemplated under Contract, in accordance with Act of Legislature of State of California, known as "Workers' Compensation Insurance and Safety Act", approved May 26, 1913, and all Acts amendatory or supplemental thereto. Workers' compensation policy shall include Employer Liability Insurance with limits not less than $1,000,000 each accident. Professional Liability Insurance, specific to this Project only, with limits not less than $2,000,000 each claim take similar action with respect to negligent actsmatters, errors such determination, requirement, specification or omissions in connection with professional services to be provided under this Agreement, and any deductible not to exceed $50,000 each claim, with no exclusion for claims of one insured against another insured. Insurance policies shall contain an endorsement containing the following terms: City, and its directors, officers, partners, representatives, employees, consultants, subconsultants and agents, similar action shall be named as additional insureds, but only with respect to liability arising out of the activities of the named insured, and there shall be a waiver of subrogation as to each named and additional insured. The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. Written notice of cancellation, non-renewal or of any material change in the policies shall be mailed to City thirty (30) days in advance of the effective date thereof. Insurance shall be primary insurance and no other insurance or self-insured retention carried or held by any named or additional insured other than the Consultant shall be called upon to contribute to a loss covered by insurance for the named insuredreasonable.

Payment of Taxes and Other Expenses. Consultant The Contractor, at all times, shall be deemed at all times and considered to be an independent contractor and shall be wholly fully responsible for the manner in which the Consultant performs shall perform the services required of the Consultant by the terms terms, conditions and provisions of this Agreement. In addition, the Consultant shall be liable for its their own acts and omissions, omissions and those of its employees and its agents. Nothing There shall be nothing herein contained herein which shall be construed as creating an employment, agency or partnership partner relationship between City the Client and Consultant. Terms in The terms, conditions and provisions herein contained within this Agreement referring to direction from City the Client shall be construed considered as providing for direction directions as to policy and the result of the Consultant's Work work only and not as to the means or methods by to which such a result is services are rendered or results obtained. Except as herein expressly provided in this Agreement, nothing in contained within this Agreement shall operate to confer rights or benefits to or on persons or entities not party to or affiliated with this Agreement. Payment The payment of any taxes, including California Sales any sales and use Taxes, levied upon this Agreement, the transaction, or the services or goods provided and/or delivered pursuant hereto, shall be the obligation of the Consultant. INSURANCE Prior to the execution of this Agreement, Consultant the Consultant, upon the request of the Client, shall furnish to City satisfactory proof of insurance that Consultant has taken out they have purchased for the entire period covered by this Agreement, as further defined below, the following insurance below and in a such form satisfactory to City and with issued by an insurance carrier that shall be deemed satisfactory to City, by the Client and authorized to do business in California the County and rated by A. M. Best & Company A minus or better, financial category size seven (7) or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from State where the services of Consultant for which Consultant may Client is located. General Liability Insurance Said insurance policy shall be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: Commercial general liability insurance, written on an "occurrence" basis, which shall provide coverage for bodily injury, death death, and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings building(s) or structures, damage to any underground structures and utilities, liability for slander, false arrest arrest, and invasion of privacy arising out of construction management operationsnegligence, blanket contractual liabilitydisclosure of confidential, broad form endorsement, a construction management endorsement, products and completed operationsintellectual or proprietary information, personal and advertising liability, with per location limits of not less than $2,000,000 1,000,000 general aggregate cumulative and $2,000,000 1,000,000 per each occurrence, subject to a deductible of not more than $25,000 payable by Consultant. Business automobile liability insurance with limits not less than $1,000,000 each occurrence including coverage for owned, non‑owned and hired vehicles, subject to a deductible of not more than $10,000 payable by the Consultant. Full workers' Worker's Compensation Insurance The Consultant shall be required to provide full worker's compensation insurance for all persons with whom the Consultant may employ to assist in carrying out Work contemplated under Contract, in accordance the work/services provided to the Client by the Consultant pursuant with Act of Legislature of State of California, known as the "Workers' Worker's Compensation Insurance and Safety Act", approved May 26, 1913, ," and any and all Acts amendatory or supplemental thereto. Workers' The worker's compensation policy shall include Employer Liability Insurance with limits of not less than $1,000,000 per each accident. Professional Liability Insurance, specific to this Project only, with limits not less than $2,000,000 each claim with respect to negligent acts, errors or omissions in connection with professional services to be provided under this Agreement, and any deductible not to exceed $50,000 each claim, with no exclusion for claims of one insured against another insured. Insurance policies shall contain an endorsement containing the following terms: City, and its directors, officers, partners, representatives, employees, consultants, subconsultants and agents, shall be named as additional insureds, but only with respect to liability arising out of the activities of the named insured, and there shall be a waiver of subrogation as to each named and additional insured. The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. Written notice of cancellation, non-renewal or of any material change in the policies shall be mailed to City thirty (30) days in advance of the effective date thereof. Insurance shall be primary insurance and no other insurance or self-insured retention carried or held by any named or additional insured other than the Consultant shall be called upon to contribute to a loss covered by insurance for the named insured.