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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 <br /> without prior written approval of City Manager or his/her designee. If Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions of Consultant's subcontractor and of the persons either directly or <br /> indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br /> persons directly employed by Consultant. Nothing contained in this Agreement will <br /> create any contractual relationship between any subcontractor of Consultant and City. <br /> Consultant will be responsible for payment of subcontractors. Consultant will bind every <br /> subcontractor and every subcontractor of a subcontractor by the terms of this <br /> Agreement applicable to Consultant's work unless specifically noted to the contrary in <br /> the subcontract and 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. Consultant will defend , indemnify and hold harmless City and its <br /> officers, agents, employees and volunteers from and against all claims, damages, <br /> losses and expenses including attorney fees arising out of the performance of the <br /> Services, caused in whole or in part by the willful misconduct or any negligent act or <br /> omission of the Consultant, any subcontractor, anyone directly or indirectly employed by <br /> any of them or anyone for whose acts any of them may be liable , except where caused <br /> by the sole negligence or willful misconduct of City. <br /> Without limitation upon the foregoing, City shall defend , indemnify, and hold harmless <br /> Consultant, its directors, officers, employees and shareholders from losses caused by, <br /> or alleged to have been caused by, the sole negligence, intentional tortuous act or <br /> omission, or willful misconduct of City, its boards, commissions, officers, employees, <br /> and agents which may be brought against, or suffered or sustained by Consultant, its <br /> directors, officers, employees and shareholders in the performance of any services or <br /> work performed pursuant to this agreement including , without limitation , any claim made <br /> by any person or entity against Consultant that the Official Statement pertaining to the <br /> issuance the Bonds contains an untrue statement of a material fact or omits to state a <br /> material fact required to be stated therein or necessary to make the statements therein , <br /> in light of the circumstances under which they were made, not misleading. <br /> The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br /> expense City incurs or makes to or on behalf of an injured employee under the City's <br /> self-administered workers' compensation is included as a loss, expense or cost for the <br /> purposes of this section. <br /> REV: 04-19-16 JS <br /> Page 3 of 14 <br /> ATTY/AGR.2016.079/W.Euphrat-Fin anceAdvisorySvcs <br />