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subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct <br />audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable <br />notice of intended audits. <br />7. INDEPENDENT CONTRACTOR. <br />It is expressly understood and agreed that Consultant shall operate as an independent <br />contractor as to all rights and privileges granted herein, and not as agent, representative or employee <br />of the City. Subject to and in accordance with the conditions and provisions of this Agreement, <br />Consultant shall have the exclusive right to control the details of its operations and activities and be <br />solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors <br />and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply <br />as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, <br />employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein <br />shall be construed as the creation of a partnership or joint enterprise between City and Consultant. <br />8. LIABILITY AND INDEMNIFICATION. <br />CONSULTANT SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL <br />PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING <br />DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL <br />OR ASSERTED, TO THE EXTENT CA USED BYTHE NEGLIGENTACT(S) OR OMISSION(S), <br />MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, <br />AGENTS, SERVANTS OR EMPLOYEES. <br />CONSULTANT COVENANTSAND AGREES TO, AND DOES HEREBY, INDEMNIFY, <br />HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND <br />EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS FOR EITHER <br />PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO <br />CONSULTANT'S BUSINESS AND ANYRESULTING LOST PROFITS) AND/OR PERSONAL <br />INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR <br />CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION <br />WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR <br />OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, <br />SERVANTS OR EMPLOYEES. <br />9. ASSIGNMENT AND SUBCONTRACTING. <br />Consultant shall not assign or subcontract any of its duties, obligations or rights under this <br />Agreement without the prior written consent of the City. If the City grants consent to an assignment, <br />the assignee shall execute a written agreement with the City and the Consultant under which the <br />assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The <br />Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the <br />assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written <br />agreement with the Consultant referencing this Agreement under which the subcontractor shall agree <br />to be bound by the duties and obligations of the Consultant under this Agreement as such duties and <br />obligations may apply. The Consultant shall provide the City with a fully executed copy of any such <br />subcontract. <br />Professional Services Agreement <br />Page 3 of 15 <br />