Agmt08 Hogle-Ireland, Inc - Laserfiche WebLink

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and any agreement or approval made by her shall be binding on Consultant. Lisa Brownfield shall not be replaced under any circumstances without prior written approval of City. Should Lisa Brownfield no longer be employed by Consultant, or prove to be unsatisfactory to City, Consultant agrees that City reserves the right to approve her replacement. 9. SubcontractinQ. Consultant has retained the subcontractors listed within Exhibit "A" attached hereto and made a part hereof to perform certain portions of the Scope of Work. Each subcontractor has listed each person who is to perform the specified work of the subcontractor. No subcontractor shall replace any named person under any circumstances without the prior written approval of City. Should any named person of a subcontractor no longer be employed by the subcontractor, or prove to be unsatisfactory to City, Consultant agrees that City reserves the right to approve each replacement person. Other than as herein provided, Consultant will not subcontract any portion of the Scope of 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. 10. Other Consultants. The City reserves the right to employ other consultants in connection with the Services. 11. Indemnification. Consultant will defend, 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, 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 active negligence, sole negligence, or willful misconduct of 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, and that this section will survive the expiration or early termination of the Agreement. 12. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or ATTY/AGR/2008.003 012508 3