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REV: 07-13-16 VR <br />Page 2 of 6 <br />business hours upon reasonablenotice. Nothing herein shall convert such records into <br />public records, and they will be available only to City and any specified public agencies. <br />Such records shall be maintained by Bankfor one (1) year following completion of the <br />work under this Contract unless a longer period of time is required by state or federal <br />lawapplicable to Bank, in which event Bankshall retain its records for the time required <br />by such laws. <br />4.2 The payment made to Bankpursuant to the Agreement will be the full and <br />complete compensation to which Bankis entitledfor the Services provided under this <br />Agreement. City will not make any federal or state tax withholdings on behalf of Bankor <br />its agents, employees or subcontractors. City will not be required to pay any workers' <br />compensation insurance or unemployment contributions on behalf of Bankor its <br />employees or subcontractors. <br />5. Status ofBank.Bankwill perform the Services as an independentcontractor and <br />not as an employee of City. The persons used by Bankto provide services under this <br />Agreement shallnot be considered employees of Cityfor any purposes. <br />6. Subcontracting. If Banksubcontracts any of the Services, Bankwill be fully <br />responsible to Cityfor the acts and omissions of Bank's subcontractor and of the <br />persons either directly or indirectly employed by the subcontractor, as Bankis 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 />andCity.Bankwill be responsible for payment of subcontractors. <br />7. Other Banks.Cityreserves the right to employ other Banks in connection with <br />the Services. <br />8. Indemnification.Bankwilldefend, indemnify and hold harmless Cityandits <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, causeddirectlyin 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 />The parties expressly agree that this section shallsurvive the expiration or early <br />termination of the Agreement. <br />9. Insurance.Bankshall obtain and maintain for the duration of the Agreement and <br />any and all amendments, insurance against claims for injuries to persons ordamage to <br />property which may arise out of or in connection with performance of the Services by <br />ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT <br />6.1.H. - Page 4