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7. Status of Consultant. Consultant will perform the Services as an <br /> independent contractor and not as an employee of City. The persons used by <br /> Consultant to provide services under this Agreement shall not be considered <br /> employees of City for any purposes. <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 <br /> acts and omissions of Consultant's subcontractor and of the persons either directly <br /> or indirectly employed by the subcontractor, as Consultant is for the acts and <br /> omissions of persons directly employed by Consultant. Nothing contained in this <br /> Agreement will create any contractual relationship between any subcontractor of <br /> Consultant and City. Consultant will be responsible for payment of subcontractors. <br /> Consultant will bind every subcontractor and every subcontractor of a <br /> subcontractor by the terms of this Agreement applicable to Consultant's work <br /> unless specifically noted to the contrary in the subcontract and approved in writing <br /> by City. <br /> 9. Other Consultants. 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 <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 or <br /> any negligent act or omission of the Consultant, any subcontractor, anyone directly <br /> or indirectly employed by any of them or anyone for whose acts any of them may <br /> be liable, except where caused by the active negligence, sole negligence, or willful <br /> misconduct of City. If a court of competent jurisdiction finds that Claims were <br /> caused by the active negligence, sole negligence, or willful misconduct of City, City <br /> will reimburse Consultant for reasonable costs of defending City, including <br /> reasonable attorney fees. <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. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 11. Insurance. Consultant shall obtain and maintain for the duration of the <br /> Agreement and any and all amendments, insurance against claims for injuries to <br /> persons or damage to property which may arise out of or in connection with <br /> performance of the Services by Consultant or Consultant's agents, representatives, <br /> employees or subcontractors. The insurance will be obtained from an insurance <br /> carrier admitted and authorized to do business in the State of California. The <br /> ATTYIAGR/2013.017/M IG <br /> REV:02-05-13 VR <br /> Page 3 of 12 <br />