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<br />The payment made to Special Counsel pursuant to the Agreement will be <br />the full and complete compensation to which Special Counsel is entitled. City will not make any <br />federal or state tax withholdings on behalf of Special Counselor its agents, employees or <br />subcontractors. City will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Special Counselor its employees or subcontractors. <br />Special Counsel agrees to indemnify City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or workers' <br />compensation payment which City may be required to make on behalf of Special Counselor any <br />agent, employee, or subcontractor of Special Counsel for work done under this Agreement. At <br />the City's election, City may deduct the indemnification amount from any balance owing.to <br />Special Counsel. <br /> <br />II. Subcontracting. Special Counsel will not subcontract any portion of the <br />Services without prior written approval of City Attorney or his/her designee. If Special Counsel <br />subcontracts any of the Services, Special Counsel will be fully responsible to City for the acts <br />and omissions of Special Counsel's subcontractor and of the persons either directly or indirectly <br />employed by the subcontractor, as Special Counsel is for the acts and omissions of persons <br />directly employed by Special Counsel. Nothing contained in this Agreement will create any <br />contractual relationship between any subcontractor of Special Counsel and City. Special <br />Counsel will be responsible for payment of subcontractors. Special Counsel will bind every <br />subcontractor and every subcontractor of a subcontractor by the terms of this Agreement <br />applicable to Special Counsel's work unless specifically noted to the contrary in the subcontract <br />and approved in writing by City. <br /> <br />12. Other Special Counsels. The City reserves the right to employ other <br />Special Counsels in connection with the Services. <br /> <br />13. Indemnification. Special Counsel will indemnify and hold harmless City <br />and its officers, agents, employees and volunteers from and against all claims, damages, losses <br />and expenses including attorney fees arising out of the performance of the Services to the extent <br />they are caused by the willful misconduct or negligent act or omission of the Special Counsel, <br />any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose <br />acts any of them may be liable. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, <br />cost or expense City incurs or makes to or on behalf of an injured employee under the City's self- <br />administered workers' compensation is included as a loss, expense or cost for the purposes of this <br />section to the extent such injury is caused by willful misconduct or negligent act or omission of <br />Special Counsel, and that this section will survive the expiration or early termination of the <br />Agreement. . <br /> <br />14. Insurance. Special Counsel will obtain and maintain for the duration of <br />the Agreement and any and all amendments, insurance against claims for injuries to persons or <br />damage to property which may arise out of or in connection with performance of the Services by <br />Special Counselor Special Counsel's agents, representatives, employees or subcontractors. The <br />insurance will be obtained from an insurance carrier admitted and authorized to do business in <br />the State of California. The insurance carrier is required to have a current Best's Key Rating of <br /> <br />3 <br /> <br />1076903.2 <br />