11. INDEPENDENT CONTRACTOR
It is expressly understood and agreed by both parties hereto that the City is contracting with the successful
applicant as independent contractor/subrecipient. The parties hereto understand and agree that the City shall
not be liable for any claims which may be asserted by any third party occurring in connection with the services
to be performed by the successful applicant under this contract and that the successful applicant has no
authority to bind the City.
If required, specific insurance provisions will be included in the application process. A copy of an insurance
certificate must be submitted within ten (10) days from the date of the request made by the Community
Development Department. The successful applicant will be required to maintain, at all times during
performance of the contract, the insurance detailed in bid/proposal specifications. Failure to provide this
document may result in disqualification of the application.
13. WAIVER OF SUBROGATION
Applicant and applicant’s insurance carrier waive any and all rights whatsoever with regard to subrogation
against City of Pasadena as an indirect party to any suit arising out of personal or property damages resulting
from respondent’s performance under this agreement.
The City reserves the right to terminate the contract for default if applicant breaches any of the terms therein,
including warranties of the applicant or if the applicant becomes insolvent or commits acts of bankruptcy.
Such right of termination is in addition to and not in lieu of any other remedies which the City may have in law
or equity. Default may be construed as, but not limited to, failure to deliver the proper goods and/or services
within the proper amount of time, and/or to properly perform any and all services required to the City’s
satisfaction and/or to meet all other obligations and requirements.
Either party may cancel the contract at any time after award. The City shall be required to give the applicant
notice thirty (30) days prior to the date of cancellation of the contract. The applicant shall be required to give
the City written notice sixty (60) days prior to the date of cancellation of the contract. The City may terminate
the contract without cause upon thirty (30) days written notice.
CONTRACTOR/SUBRECIPIENT covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the
CITY and elected officials, employees, officers, directors, and representatives of the CITY, individually
or collectively, from and against any and all costs, claims, liens, damages losses, expenses, fees, fines,
penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature,
including but not limited to, personal injury or death and property damage, made upon the CITY,
directly or indirectly arising out of resulting from or related to bid activities under this bid, including
any acts or omissions of CONTRACTOR/SUBRECIPIENT any agent, officer, director, representative,
employee, consultant or subcontractor of CONTRACTOR, and their respective officers, agents,
employees, directors and representatives while in the exercise or performance of the rights or duties
under this CONTRACT, all without, however, waiving any governmental immunity available to the CITY
under Texas Law and without waiving any defenses of the parties under Texas Law. The provisions of
this INDEMNIFICATION are solely for the benefit of the parties hereto and not intended to create or
grant any rights, contractual or otherwise, to any other person or entity. CONTRACTOR/SUBRECIPIENT
shall promptly advise the CITY in writing of any claim or demand against the CITY or
CONTRACTOR/SUBRECIPIENT known to CONTRACTOR/SUBRECIPIENT related to or arising out of
CONTRACTOR/SUBRECIPIENT’S activities under this CONTRACT and shall see to the investigation and
defense of such claim or demand at CONTRACTOR/SUBRECIPIENT’S cost. The CITY shall have the right,
at its option and at its own expense, to participate in such defense without relieving CONTRACTOR of