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shall be employees or subcontractors of Consultant and not <br />employees of City. <br />Consultant agrees to pay all salaries and wages, em- <br />ployer's social security taxes, unemployment insurance and other <br />taxes due on account of the performance of Consultant's employees <br />or subcontractor's services pursuant to this Agreement. Con- <br />sultant also agrees to be responsible for all applicable with- <br />holding taxes for said employees and subcontractors. <br />V. HOLD HARMLESS <br />Consultant shall indemnify and save harmless City, its <br />officers and employees, from and against any and all damages to <br />property or injuries to or death of any person or persons, in- <br />cluding property and employees or agents of City, and shall defend, <br />indemnify and save harmless City, its officers and employees, from <br />any and all claims, demands, suits, actions or proceedings of any <br />kind or nature, including, but not by way of limitation, workers' <br />compensation claims resulting from or arising out of negligent or <br />wrongful acts, errors or omissions of Consultant, its employees <br />or subcontractors. <br />VI. ASSIGNABILITY <br />Consultant shall not assign or transfer any interest in <br />this Agreement, whether by assignment or novation, without the <br />prior written consent of City; provided, however, that claims for <br />money due or to become due from City under this Agreement may be <br />assigned to a bank, trust company or other financial institution, <br />or to a trustee in bankruptcy, without such approval. Notice of <br />any such assignment or transfer shall be promptly furnished to City. <br />-3- <br />