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<br />City as necessary. The persons used by Consultant to provide services under this Agreement will not be
<br />considered employees of City for any purposes.
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<br />The payrnent made to Consultant pursuant to the Agreement will be the full and complete compensation
<br />to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of
<br />Consultant or its agents, employees or subcontractors. City will not be required to pay any workers'
<br />compensation insurance or unemployment contributions on behalf of Consultant or its employees or
<br />subcontractors. Consultant agrees to indemnify City within thirty (30) days for any tax, retirement
<br />contribution, social security, overtime payment, unemployment payment or workers' cornpensation
<br />payment which City may be required to make on behalf of Consultant or any agent, employee, or
<br />subcontractor of Consultant for work done under this Agreement. At the City's election, City rnay deduct
<br />the indemnification amount from any balance owing to Consultant.
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<br />8. Subcontractinc. Consultant will not subcontract any portion of the Services without prior written
<br />approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant
<br />will be fully responsible to City for the acts and omissions of Consultant's subcontractor and of the
<br />persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and
<br />omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create
<br />any contractual relationship between any subcontractor of Consultant and City. Consultant will be
<br />responsible for payment of subcontractors. Consultant will bind every subcontractor and every
<br />subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless
<br />specifically noted to the contrary in the subcontract and approved in writing by City.
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<br />9. Other Consultants. The City reserves the right to employ other consultants in connection with the
<br />Services.
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<br />10. Indemnification. Except as to the sole negligence or willful misconduct of City, Consultant will
<br />defend, indemnify and hold City, its officers, agents, volunteers and employees, harmless from any and
<br />all loss, damage, claims, demands, liability, expense or cost, including attorney's fees, which arises out
<br />of, or is in any way connected with the performance of, the Services by Consultant or any of Consultant's
<br />employees, agents or subcontractors, notwithstanding that City may have benefited from their services.
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<br />The duty of Consultant to indemnify and save harmless, as set forth herein, will include the duty to defend
<br />as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained
<br />will be construed to require Consultant to indemnify against any responsibility or liability in contravention
<br />of Section 2782 of said Code.
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<br />Without limitation upon the foregoing, City shall defend, indemnify, and hold harmless Consultant, its
<br />directors, officers, employees and shareholders from losses caused by, or alleged to have been caused
<br />by, the sole negligence, intentional tortuous act or omission, or willful misconduct of City, its boards,
<br />commissions, officers, employees, and agents which may be brought against, or suffered or sustained by
<br />Consultant, its directors, officers, employees and shareholders in the performance of any services or work
<br />performed pursuant to this agreement including, without limitation, any claim made by any person or
<br />entity against Consultant that the Official Statement pertaining to the issuance the Bonds contains an
<br />untrue statement of a material fact or omits to state a material fact required to be stated therein or
<br />necessary to make the statements therein, in light of the circumstances under which they were made, not
<br />misleading.
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<br />The Parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or
<br />on behalf of an injured employee under the City's self-administered workers' compensation is included as
<br />a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
<br />early termination of the Agreement.
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<br />11. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all
<br />amendments, insurance against claims for injuries to persons or damage to property which may arise out
<br />of or in connection with performance of the services by Consultant or Consultant's agents,
<br />representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier
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