Agmt18 Brainfuse, Inc. - Laserfiche WebLink

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thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9, Other Consultants. City reserves the right to employ other consultants in connection with the Services. 10. Indemnification. Consultant will defend, indemnify and hold harmless City and its officers, agents, employees, volunteers, and Participating Students (the "Indemnified Parties') from and against all claims, damages, losses and expenses including attorney fees (each a "Claim") arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. For the sake of clarity, Consultant's obligations under this paragraph apply, without limitation, to Claims relating to Data Breaches and Security Incidents and to any other disclosure of Personal or Non -Public Data without prior written authorization of the City. 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. Without limiting the generality of the forgoing, Consultant shall defend the Indemnified Parties from and against any claim, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation that any part of the Services, including, without limitation, any technology or any other content made available to the Indemnified REV: 01-10-18 JS Page 3 of 18 ATTY/AGR.2018.007/Brainfuse 2018