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7.1.C. - Page 6 <br /> City's election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> 7. Status of Consultant. Consultant will perform the Services as an independent <br /> contractor and not as an employee of City. The persons used by Consultant to provide <br /> services under this Agreement shall not be considered employees of City for any <br /> purposes. <br /> 8. Subcontracting. Consultant will not subcontract any portion of the Services without <br /> prior written approval of City Manager or his/her designee. If Consultant subcontracts <br /> any of the Services, Consultant will be fully responsible to City for the acts and omissions <br /> of Consultant's subcontractor and of the persons either directly or indirectly employed by <br /> the subcontractor, as Consultant is for the acts and omissions of persons directly <br /> • employed by Consultant. Nothing contained in this Agreement will create any contractual <br /> relationship between any subcontractor of Consultant and City. Consultant will be <br /> responsible for payment of subcontractors. Consultant will bind every subcontractor and <br /> every subcontractor of a subcontractor by the terms of this Agreement applicable to <br /> Consultant's work unless specifically noted to the contrary in the subcontract and <br /> approved in writing by City. <br /> 9. Other Consultants. City reserves the right to employ other consultants in <br /> connection with the Services. <br /> 10. Indemnification. To the fullest extent permitted by law, Consultant will defend, <br /> indemnify and hold harmless City and its officers, agents, employees and volunteers from <br /> and against all claims, damages, losses and expenses including attorney fees arising out <br /> of the performance of the Services, caused in whole or in part by the willful misconduct <br /> or any negligent act or omission of the Consultant, any subcontractor, anyone directly or <br /> indirectly employed by any of them or anyone for whose acts any of them may be liable, <br /> except where caused by the sole negligence or willful misconduct of City. <br /> The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense <br /> City incurs or makes to or on behalf of an injured employee under the City's self- <br /> administered workers' compensation is included as a loss, expense or cost for the <br /> purposes of this section. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 11. Insurance. Consultant shall obtain and maintain for the duration of the Agreement <br /> and any and all amendments, insurance against claims for injuries to persons or damage <br /> to property which may arise out of or in connection with performance of the Services by <br /> Consultant or Consultant's agents, representatives, employees or subcontractors. The <br /> insurance carrier is required to maintain an A.M. Best rating of not less than "A-:VII". <br /> REV:01-13-15 VR <br /> ATTY/AGR.2015.007/TJKM On Call <br /> 3 <br />