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