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<br />The payment made to Consultant pursuant to the Agreement will be the full and <br />complete compensation to which Consultant is entitled. City will not make any federal <br />or state tax withholdings on behalf of Consultant or its agents, employees or <br />subcontractors. City will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Consultant or its employees or subcontractors. <br />Consultant agrees to indemnify City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or workers' <br />compensation payment which City may be required to make on behalf of Consultant or <br />any agent, employee, or subcontractor of Consultant for work done under this <br />Agreement. At the City's election, City may deduct the indemnification amount from any <br />balance owing to Consultant. <br /> <br />8. Subcontractinq. Consultant will not subcontract any portion of the Services <br />without prior written approval of City Manager or his/her designee. If Consultant <br />subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br />and omissions of Consultant's subcontractor and of the persons either directly or <br />indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br />persons directly employed by Consultant. Nothing contained in this Agreement will <br />create any contractual relationship between any subcontractor of Consultant and City. <br />Consultant will be responsible for payment of subcontractors. Consultant will bind every <br />subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Consultant's work unless specifically noted to the contrary in <br />the subcontract and approved in writing by City. <br /> <br />9. Other Consultants. The City reserves the right to employ other consultants in <br />connection with the Services. <br /> <br />10. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, <br />losses and expenses including attorney fees arising out of the performance of the <br />Services, caused in whole or in part by the willful misconduct or any negligent act or <br />omission of the Consultant, any subcontractor, anyone directly or indirectly employed by <br />any of them or anyone for whose acts any of them may be liable, except where caused <br />by the active negligence, sole negligence, or willful misconduct of City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense City incurs or makes to or on behalf of an injured employee under the City's <br />self-administered workers' compensation is included as a loss, expense or cost for the <br />purposes of this section, and that this section will survive the expiration or early <br />termination of the Agreement. <br /> <br />11. Insurance. Consultant will obtain and maintain for the duration of the Agreement <br />and any and all amendments, insurance against claims for injuries to persons or <br />damage to property which may arise out of or in connection with performance of the <br />SerVices by Consultant or Consultant's agents, representatives, employees or <br /> <br />Agreement over $1 OK 3 <br />City Attorney Approved Version 111803 <br />