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undertaken by the City, the Director is authorized to act unless this Agreement specifically
<br />provides otherwise or the context should otherwise require.
<br />51 Representative of Consultant. Diane Glauber is hereby designated as being the
<br />principal and representative of Consultant authorized to act on Consultant's behalf with respect to
<br />the services and work to be provided hereunder and make all decisions in connection therewith,
<br />It is expressly understood that the experience, knowledge, capability and reputation of the
<br />foregoing principal are a substantial inducement for the City to enter into this Agreement.
<br />Therefore, the foregoing principal shall be responsible during the Term of this Agreement for
<br />directing all activities of Consultant and devoting sufficient time to personally supervise the
<br />provision of Services hereunder, The foregoing principal may not be changed by Consultant and
<br />no other personnel may be assigned to supervise the Services to be provided hereunder without
<br />the express written consent of the City.
<br />53 Prohibition Against Subcontracting and Assignments. Neither the whole nor
<br />any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable
<br />or transferable or encumbered in any way without the prior written consent of City. Any such
<br />purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such
<br />consent shall be void as to City. This is a personal services contract and the Consultant was chosen
<br />on the basis of characteristics unique to the Consultant. City shall have the right to unreasonably
<br />or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse,
<br />or permission.
<br />5.4 Independent Contractor, Consultant and any agent or employee of Consultant
<br />shall act in an independent capacity and not as officers or employees of City. City assumes no
<br />liability for Consultant's actions and performance, not assumes responsibility for taxes, bonds,
<br />payments, or other commitments, implied or explicit, by or for Consultant, Consultant shall not
<br />have authority to act as an agent on behalf of City unless specifically authorized to do so in writing.
<br />Consultant acknowledges that it is aware that because it is an independent contractor, City is
<br />making no deduction from any amount paid to Consultant and is not contributing to any fund on
<br />its behalf. Consultant disclaims the right to any fee or benefits except as expressly provided for in
<br />this Agreement,
<br />As respects all acts or omissions of Consultant relating to Consultant's responsibility for
<br />taxes, bonds, payments, or other commitments, implied, or explicit, by or for Consultant, the
<br />Consultant agrees to indemnify, defend (at the City's option), and hold harmloss the City, its
<br />officers, agents, employees, representatives, and volunteers from and against any and all claims,
<br />demands, defense costs, liability, or consequential damages of any kind or nature arising out of or
<br />in connection with the Consultant's performance or failure to perform under this Section,
<br />Section 6. insurance and Indemnification.
<br />6.1 Insurance, Without limiting City's right to indemnification, it is agreed that
<br />Consultant shall secure prior to commencing any activities under this Agreement, and maintain
<br />during the Term of this Agreement, insurance coverage as set forth in this Section 6.1.
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