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B. Contractor shall be solely liable for and obligated to pay directly all applicable payroll
<br />taxes (including federal and state income taxes) or contributions for unemployment
<br />insurance or old age pensions or annuities which are imposed by any governmental entity
<br />in connection with labor used or which are measured by wages, salaries or other
<br />remuneration paid to its officers, agents or employees and agrees to indemnify and hold
<br />City harmless from any and all liability which City may incur because of Contractor's
<br />failure to pay such amounts.
<br />C. In carrying out the work contemplated herein, Contractor shall comply with all applicable
<br />federal and state Workers' Compensation and liability laws and regulations with respect to
<br />the officers, agents and/or employees conducting and participating in the work; and agrees
<br />that such officers, agents, and/or employees will be considered Independent Contractors
<br />and shall not be treated or considered in any way as officers, agents and/or employees of
<br />City.
<br />D. Contractor agrees to perform its work and functions at all times in strict accordance with
<br />all applicable federal, state, county and city laws, resolutions, regulations, titles,
<br />departmental procedures and currently approved methods and practices in the field; and
<br />that the sole interest of City is to ensure that said service shall be performed and rendered
<br />in a competent, efficient, timely and satisfactory manner and in accordance with standards
<br />required by the City.
<br />4. Indemnification.
<br />A. To the fullest extent permitted by law, Contractor shall hold harmless, defend and
<br />indemnify the City, its City Council, employees and agents from and against any and all
<br />claims, losses, damages, liabilities and expenses, including but not limited to reasonable
<br />attorneys' fees, arising out of or resulting from the performance of services under this
<br />Agreement, provided that any such claim, loss, damage, liability or expense is caused by
<br />any negligent act, omission or willful misconduct of Contractor, any subcontractor, anyone
<br />directly or indirectly employed by any of them, or anyone for whose acts any of them may
<br />be liable. The City may participate in the defense of any such claim without relieving
<br />Contractor of any obligation hereunder.
<br />B. To the fullest extent permitted by law, the City shall hold harmless, defend and indemnify
<br />Contractor, its Board of Directors, employees and agents from and against any and all
<br />claims, losses, damages, liabilities and expenses, including but not limited to reasonable
<br />attorneys' fees, arising out of or resulting from the performance of services under this
<br />Agreement, provided that any such claim, loss, damage, liability or expense is caused by
<br />any negligent act, omission or willful misconduct of City, any subcontractor, anyone
<br />directly or indirectly employed by any of them, or anyone for whose acts any of them may
<br />be liable. The Contractor may participate in the defense of any such claim without relieving
<br />City of any obligation hereunder.
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