Agmt18 Gridsmart Technologies, Inc.

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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 and volunteers (the "Indemnified Parties") from and against all claims, damages, losses and expenses including attorney fees ("Claims") 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. The forgoing sentence applies, without limitation, to Claims related to Consultant's collection, storage and use of the Imagery (as defined in Exhibit A), including, without limitation, Claims related to unintended disclosure of the Imagery through data breach or any other means. Without limiting the generality of the forgoing, Consultant will defend Indemnified Parties from and against any claim, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation that the Services, including, without limitation, the System (as defined in Exhibit A), made available to the Indemnified Parties by Consultant pursuant to this Agreement infringe or otherwise violate the intellectual property rights of such third party. Consultant shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if Consultant has reason to believe such a claim may be made, Consultant may replace or modify the Services to make them non -infringing, or procure a license for City under the rights allegedly infringed. If none of the options described in the REV: 06-29-15 PR Page 3 of 11 ATTY/AGR.2018.147/Gridsmart Technologies Inc.