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ATTY/AGR/2015.044/WELLS FARGO BANK <br />REV: 04-03-15 MLG <br />Page 2 of 8 <br />normal business hours upon reasonable notice. Nothing herein shall convert such <br />records into public records, and they will be available only to City and any specified <br />public agencies. Such records shall be maintained by Bank for one (1) year following <br />completion of the work under this Contract unless a longer period of time is required by <br />state or federal law applicable to Bank, in which event Bank shall retain its records for <br />the time required by such laws. <br /> <br />4.2 The payment made to Bank pursuant to the Agreement will be the full and <br />complete compensation to which Bank is entitled for the Services provided under this <br />Agreement. City will not make any federal or state tax withholdings on behalf of Bank or <br />its agents, employees or subcontractors. City will not be required to pay any workers' <br />compensation insurance or unemployment contributions on behalf of Bank or its <br />employees or subcontractors. <br /> <br />5. Status of Bank. Bank will perform the Services as an independent contractor and <br />not as an employee of City. The persons used by Bank to provide services under this <br />Agreement shall not be considered employees of City for any purposes. <br /> <br />6. Subcontracting. If Bank subcontracts any of the Services, Bank will be fully <br />responsible to City for the acts and omissions of Bank's subcontractor and of the <br />persons either directly or indirectly employed by the subcontractor, as Bank is for the <br />acts and omissions of persons directly employed by Bank. Nothing contained in this <br />Agreement will create any contractual relationship between any subcontractor of Bank <br />and City. Bank will be responsible for payment of subcontractors. <br /> <br />7. Other Banks. City reserves the right to employ other Banks in connection with <br />the Services. <br /> <br />8. Indemnification. Bank will defend, indemnify and hold harmless City and its <br />officers, agents, employees (the “Indemnified Parties”) from and against all claims, <br />damages, losses and expenses including attorney fees arising out of the performance of <br />the Services, caused directly in whole or in part by the willful misconduct or any <br />negligent act or omission of the Bank, any subcontractor, anyone directly or indirectly <br />employed by any of them or anyone for whose acts any of them may be liable, except to <br />the extent caused by the negligence or willful misconduct of any Indemnified Party. In <br />no event will Bank be liable for any indirect, special, consequential or punitive damages, <br />whether or not the likelihood of such damages was known to Bank, and regardless of <br />the form of the claim or action or the legal theory on which it is based. <br /> <br />The parties expressly agree that this section shall survive the expiration or early <br />termination of the Agreement. <br /> <br />9. Insurance. Bank shall obtain and maintain for the duration of the Agreement and <br />any and all amendments, insurance against claims for injuries to persons or damage to <br />property which may arise out of or in connection with performance of the Services by <br />6.1.D. - Page 4