Agmt15 Erler & Kalinowski Inc. - Laserfiche WebLink

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7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. Other Consultants. City reserves the right to employ other consultants in connection with the Services. 10. Indemnification. Consultant will indemnify and hold harmless City and its officers, agents, and employees from and against all claims, damages, losses and expenses including attorney fees (collectively "Claim") arising out of the performance of the Services, to the extent caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. Consultant shall have no duty to hire counsel to defend the City, but at the time of any settlement or adjudication of a Claim the Consultant shall pay as damages to City all reasonable attorney's fees and costs incurred by City to the extent arising from the willful misconduct or negligence of the Consultant. Further, Consultant shall assume responsibility for the investigation, analysis, and defense of any and all issues alleged against City or Consultant to the e�ent arising out of Consultant's scope of services, or Consultant's actual or alleged negligence. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. Page 3 of 10 REV:11-12-15 PT ATTY/AGR.2015.248/EKI -Development of 2015 Urban Water Management Plan