Agmt05 Remcho Johansen & Purcel - Laserfiche WebLink

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9. Status of Special Counsel. Special Counsel will perform the Services in Special Counsel's own way as an independent contractor and in pursuit of Special Counsel's independent calling, and not as an employee of City. The persons used by Special Counsel to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Special Counsel pursuant to the Agreement will be the full and complete compensation to which Special Counsel is entitled. City will not make any federal or state tax withholdings on behalf of Special Counselor its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Special Counselor its employees or subcontractors. Special Counsel agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Special Counselor any agent, employee, or subcontractor of Special Counsel for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Special Counsel. 10. SubcontractinQ. Special Counsel will not subcontract any portion of the Services without prior written approval of City Attorney or his/her designee. If Special Counsel subcontracts any of the Services, Special Counsel will be fully responsible to City for the acts and omissions of Special Counsel's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Special Counsel is for the acts and omissions of persons directly employed by Special Counsel. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Special Counsel and City. Special Counsel will be responsible for payment of subcontractors. Special Counsel will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Special Counsel's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 11. Other Special Counsels. The City reserves the right to employ other Special Counsels in connection with the Services. 12. Indemnification. Special Counsel will indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services to the extent they are caused by the willful misconduct or negligent act or omission of the Special Counsel, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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 to the extent such injury is caused by willful misconduct or negligent act or omission of Special Counsel, and that this section will survive the expiration or early termination of the Agreement. Atty/Agr/2005.058 072805 3