Professional Services Proposal - Consulting Services to Assist the City’s Payroll Processing System - enFocus, Inc.

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s „Li 1,. The Consultant shall operate at all times as an independent contractor of the Sponsor. No employee of the Consultant will be considered or deemed to be an employee of the Sponsor. This Agreement does not authorize the Consultant to act for the Sponsor as its agent or to make commitments on behalf of the Sponsor. The Sponsor shall not withhold payroll taxes, and Consultant shall not be covered by health, life, disability, or worker's compensation insurance of the Sponsor. Each party represents and warrants to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.. (a) As a professional organization, the Consultant will perform the services described in Exhibit A to the best of their ability, striving to ensure great quality work and minimize errors or omissions, As a result, the Consultant shall not be liable to sponsor for any loss incurred in the performance of his/her services hereunder unless caused by Consultant's negligence. Notwithstanding any provision to the contrary, the limit of Consultant's liability under this Agreement will be equal to the total amount paid by Sponsor to Consultant under this Agreement. (b) Sponsor agrees, at its sole cost, to indemnify and defend Consultant from and against any damages, claims or suits by third parties against Consultant arising from the performance of Consultant's services hereunder unless caused by Consultant's negligence. Subject to the limitation of liability stated in Section 12(a), Consultant agrees, at its sole cost, to indemnify and defend Sponsor (and its officials, employees, and agents) from and against any damages, claims or suits by third parties against Sponsor arising from the performance of Consultant's services hereunder unless caused by the negligence of Sponsor (or its officials, employees, or agents). This Agreement is the final expression of the parties' agreement with respect to the retention of Consultant by the Sponsor for the services specified herein and may not be contradicted by evidence of any prior or contemporaneous agreement. This document and its contents are confidential. Ifyou have received this document in error, please destroy immediately.