Agmt 18 William Euphrat Municipal Finance, Inc.

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Consultant for work done under this Agreement. At the 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. Subcontracting. 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 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 sole negligence or willful misconduct of City. Without limitation upon the foregoing, City shall defend, indemnify, and hold harmless Consultant, its directors, officers, employees and shareholders from losses caused by, or alleged to have been caused by, the sole negligence, intentional tortious act or omission, or willful misconduct of City, its boards, commissions, officers, employees, and agents which may be brought against, or suffered or sustained by Consultant, its directors, officers, employees and shareholders in the performance of any services or work performed pursuant to this agreement including, without limitation, any claim made by any person or entity against Consultant that the Official Statement pertaining to the issuance the Bonds contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 Page 3 of 16 REV: 09-11-18 DZ ATTY/AGR.2018.219/Willam Euphrat Municipal Finance Advisor - YMCA/Senior Ctr Funding