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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 Consultants 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 indemnify and hold harmless City and its <br /> officers, agents , employees and volunteers from and against all claims, damages, <br /> losses and expenses (including reasonable attorney fees) to the extent that such <br /> claims, damages, losses and expenses arise out of the performance of this Agreement <br /> and are 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. <br /> City will indemnify and hold harmless Consultant, its officers, agents, and employees <br /> from and against all claims, damages , losses and expenses (including reasonable <br /> attorney fees) to the extent such claims, damages, losses and expenses arise out of the <br /> performance of this Agreement and are caused in whole or in part by the breach of a <br /> legal or contractual duty of the City owing to a third party. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 11 . Insurance. Consultant shall obtain and maintain for the duration of the <br /> Agreement and any and all amendments , insurance against claims for injuries to <br /> persons or damage to property which may arise out of or in connection with <br /> performance of the Services by Consultant or Consultant's agents, representatives, <br /> employees or subcontractors . The insurance carrier is required to maintain an A. M . <br /> Best rating of not less than "A-:VII" <br /> . <br /> Page 3 of 13 <br /> ATTY/AGR/2017.217/PARS — SECTION 115 TRUST AGREEMENT <br /> REV: 09-19-17 MI <br />