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Attachment H <br />CONTRACT TERMS and CONDITIONS <br />The following clauses will be included in any contract between the City of Roseville and the <br />firm that has been chosen to provide legal services described herein and in the firm's <br />proposaL Firms shall clearly identify any proposed deviations from these Contract Terms <br />and Conditions in their proposal response: <br />• CONTRACT LENGTH <br />This contract shall be effective from January 2013 through December 2015. This <br />contract may be canceled by the City prior to completion if the City determines that the <br />contract does not continue to serve the City's purposes. In the event of termination of <br />the contract, there shall be no further obligation on the part of the City to the firm save <br />and except for payment of sums due and owing for expenses and work incurred by the <br />firm to the date of termination as set forth in this agreement. <br />• INDEMNIFICATION <br />The firm shall defend, indemnify, and hold harmless the City and its officials, agents, <br />and employees from and against all claims, damages, losses, and expenses including <br />attorney's fees arising out of or resulting from the firm's (including its officials, agents) <br />performance of the duties required under the contract, provided that any such claim, <br />damage, loss, or expense is attributable to bodily injury, sickness, disease, death, or to <br />the injury to or the destruction of property including a loss of use resulting therefrom, <br />and is caused in whole or in part by any negligent act or omission or misconduct of the <br />finn. <br />• INDEPENDENT CONTRACTOR <br />It is agreed that nothing herein contained is intended or should be construed in any <br />manner as creating or establishing the relationship of co-partners between the parties <br />hereto or as constituting the contractar's as the agents, representatives, or employees of <br />the City for any purpose or in any manner whatsoever. The firm and its staff are to be <br />and shall remain an independent contractor with respect to all services performed under <br />this contract. The contractor represents that it has or will secure at its own expense, all <br />personnel required in performing services under this contract. Any and all personnel of <br />the firm or other persons while engaged in the performance of any work or services <br />required by the firm under this contract shall have no contractual relationship with the <br />City and shall not be considered employees of the City. Any and all claims that may <br />arise under the Worker's Compensation Act of the State of Minnesota on behalf of said <br />personnel or other persons while so engaged and any and all claims whatsoever on <br />behalf of any such person or personnel arising out of employment or alleged <br />employment including without limitation, claims of discrimination against the firm, its <br />officers, agents, contractors, or employees shall in no way be the responsibility of the <br />City; and the firm shall defend, indemnify, and hold the City, its officers, agents, and <br />employees harmless from any and all such claims regardless of any determination of any <br />pertinent tribunal, agency, board, commission, or court. Such personnel or other persons <br />shall not require nor be entitled to any compensation, rights, or benefits of any kind <br />whatsoever from the City including without limitation, tenure rights, medical and <br />Page 23 <br />