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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 /> 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 /> 9. Other Consultants. The City reserves the right to employ other consultants in <br /> connection with the Services. <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 /> 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 /> 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 /> subcontractors. The insurance will be obtained from an insurance carrier admitted and <br /> authorized to do business in the State of California. The insurance carrier is required to <br /> have a current Best's Key Rating of not less than "A-:V." , <br /> Agreement over $10K 3 <br /> City Attorney Approved Version 111803 <br />