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<br /> 90 <br /> Page 6 <br /> unemployment payment or workers' compensation payment which City may be <br /> 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 <br /> election, City may deduct the indemnification amount from any balance owing to <br /> Consultant. <br /> 8, Su bcontractinQ. Consultant will not subcontract any portion of the <br /> Services without prior written approval of City Manager or his/her designee. If <br /> Consultant subcontracts any of the Services, Consultant will be fully responsible <br /> 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 <br /> is for the acts and omissions of persons directly employed by Consultant. <br /> Nothing contained in this Agreement will create any contractual relationship <br /> between any subcontractor of Consultant and City. Consultant will be <br /> 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 <br /> contrary in the subcontract and approved in writing by City. <br /> 9. Other Consultants. The City reserves the right to employ other <br /> consultants in connection with the Services. <br /> 10, Indemnification. Consultant will defend, indemnify and hold harmless City <br /> and its officers, agents, employees and volunteers from and against all claims, <br /> damages, losses and expenses including attorney fees arising out of the <br /> performance of the Services, caused in whole or in part by the willful misconduct <br /> or any negligent act or omission of the Consultant, any subcontractor, anyone <br /> directly or indirectly employed by any of them or anyone for whose acts any of <br /> them may be liable, except where caused by the active negligence, sole <br /> negligence, or willful misconduct of City, <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 <br /> City's self-administered workers' compensation is included as a loss, expense or <br /> cost for the purposes of this section, and that this section will survive the <br /> expiration or early termination of the Agreement. <br /> 11 Maintenance of Records. Consultant will maintain complete and accurate <br /> records with respect to costs incurred under this Agreement. All records will be <br /> clearly identifiable. Consultant will allow a representative of City during normal <br /> business hours to examine, audit, and make transcripts or copies of records and <br /> any other documents created pursuant to this Agreement. Consultant will allow <br /> inspection of all work, data, documents. proceedings. and activities related to the <br /> Agreement for a period of three (3) years from the date of final payment under <br /> this Agreement. <br /> - <br />