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state tax withholdings on behalf of City or its agents, employees or subcontractors. <br />Authority will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of City or its employees or subcontractors. <br />7. Status of City. City will perform the Services as an independent contractor and not <br />as an employee, agent, or officer of Authority. The persons used by City to provide <br />services under this Agreement shall not be considered employees of Authority for any <br />purposes. <br />8. Subcontracting. City will not subcontract any portion of the Services without prior <br />written approval of the Executive Director of the Authority or his/her designee Nothing <br />contained in this Agreement will create any contractual relationship between any <br />subcontractor of City and Authority. <br />9. Not a Joint Venture or Joint Powers Authority. The Parties intended by this <br />Agreement to establish only an Agreement for financial and accounting services, and do <br />not intend to create a joint powers agency, partnership, joint venture, joint enterprise, or <br />special relationship of any kind. <br />10. Indemnification. City hereby agrees to defend, indemnify, and save Authority and <br />its Commission, officers, agents, and employees harmless against and from any and all <br />claims, suits, and actions of every name, kind and description, which may be brought <br />against Authority, by reason of any injury to, or death of, any person (including <br />corporations, partnerships and associations) or damage suffered or sustained by any <br />such person arising from, or alleged to have arisen from City's services provided under <br />this agreement, except as arising from the sole negligence or willful misconduct of <br />Authority. <br />Authority hereby agrees to defend, indemnify, and save City and its City Council, officers, <br />agents, and employees harmless against and from any and all claims, suits, and actions <br />of every name, kind and description, which may be brought against City, by reason of any <br />injury to, or death of, any person (including corporations, partnerships and associations) <br />or damage suffered or sustained by any such person arising from, or alleged to have <br />arisen from, Authority's acts or omissions under this Agreement, including but not limited <br />to dissemination of misleading, false or damaging statements, messages or content, <br />except as arising from the sole negligence or willful misconduct of City. <br />The Parties shall waive any rights of recovery for liabilities arising out of the California <br />Workers' Compensation laws, including but not limited to Cal. Labor Code sections 3200 <br />and following. <br />11. Insurance. City shall obtain and maintain for the duration of the Agreement and <br />any and all amendments, insurance against claims for injuries to persons or damage to <br />property which may arise out of or in connection with performance of the Services by City <br />or City's agents, representatives, employees or subcontractors. Said coverage may be <br />provided by self-insurance and/or through a joint powers insurance authority risk pool <br />ATTY/AGR/2019.188/SILICON VALLEY CLEAN WATER <br />REV: 06-28-19 PR <br />Page 3 of 10 <br />