6. B(2) Phase II Consulting Agreement with Blue Waters Group

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Section 19. Relationship/Independent Contractor Both parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose whatsoever. Neither party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other party. BWG shall be solely responsible for providing all necessary unemployment and workers' compensation insurance for BWG's employees. BWG is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The City, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to BWG in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. The City shall provide IRS Form 1099 if applicable. Section 20. Insurance BWG shall secure and keep in force during the term of this Agreement, the following insurance coverage, covering BWG for any and all claims of any nature which may in any manner arise out of or result from this Agreement: (a) Commercial general liability, including contractual coverage, and products or completed operations coverage, if applicable, with minimum liability limits of $700,000 per person and $5,000,000 per occurrence unless additional coverage is required by statute; (b) Prior to commencement date of the Services provided herein, BWG shall provide proof of such insurance coverage naming the City of South Bend, Indiana as a co-insured by tendering to the City a certificate of insurance prior to the commencement of this Agreement; (c) The insurance coverage required under this Agreement shall include a provision that the policy and endorsements may not be cancelled or modified without prior written notice to the City. Section 21. Indemnification BWG hereby agrees to defend, indemnify, and hold harmless the City, its officials, directors, employees, and agents from any and all claims of any - 8 -