03-28-05 Regular Meeting of La Porte Development Corporation

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CITY is retained by CORPORATION only for the purpose and to the extent set forth in this Agreement, and City's relation to CORPORATION, during the period of this Agreement, is that of an independent entity, and CITY shall be free to dispose of such portion of his entire time not required to satisfy the terms of this Agreement in any manner he deems advisable. CITY shall not be considered an employee of CORPORATION. V. CITY shall be required to operate within the current guidelines of its governing body and shall notify CORPORATION of any possible conflicts with such guidelines, as soon as practicable after the occurrence of said possible conflicts. VI. CITY hereby assumes entire responsibility and liability for any and all damage or injury of any kind or nature whatever to all persons, whether employees of CITY or otherwise, and to all property caused by, resulting from, arising out of, or occurring in connection with the services provided for in this Agreement and if any person shall make a claim for any damage or injury as herinabove described, whether such claim may be based upon the CORPORATION'S alleged active or passive negligence or participation in the wrong or upon any alleged breach of any statutory duty or obligation on the part of the CORPORATION, the CITY agrees to indemnify and save harmless the CORPORATION, its agents, servants, and employees from and against any and all loss, expense, damage, or injury that the CORPORATION may sustain as result of any such claims and the CITY agrees to assume, on behalf of the CORPORATION, the defense of any action at law or in equity, which may be brought against the CORPORATION upon such claim and to pay on behalf of the COPORATION, upon its demand, the amount of any judgment that may be entered against the CORPORATION in any such action. VII. Before commencing the services, the CITY shall procure and maintain liability insurance, at its own expense, and procure and maintain workers' compensation and employee liability insurance in accordance with the laws of the State of Texas. The CITY agrees that nothing contained in this paragraph shall limit or release the CITY from its obligations otherwise provided for in this Agreement, including assumption of liabilities and indemnifications to the CORPORATION. If the CITY fails to procure and maintain at least the above insurance, the CORPORATION shall have the right to procure and maintain the said insurance for and in the name of the CITY, and the CITY shall pay the cost thereof and shall furnish all necessary information to make effective and maintain such insurance. VIII. The CITY for the compensation provided for herein, hereby agrees to pay and shall hold the CORPORATION harmless against the payment of all contributions, taxes, or premiums which may be payable under Federal, State, or Local laws arising out of the performance of the work.