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In its sole discretion, City shall have the right to approve defense counsel to be retained by <br />CivicPlus in fulfilling its obligation hereunder to defend and indemnify City, unless such right is <br />expressly waived by City in writing. City reserves the right to provide a portion or all of its own <br />defense; however, City is under no obligation to do so. Any such action by City is not to be <br />construed as a waiver of CivicPlus's obligation to defend City or as a waiver of CivicPlus's obligation <br />to indemnify City pursuant to this Agreement. CivicPlus shall retain City approved defense counsel <br />within seven (7) business days of City's written notice that City is invoking its right to <br />indemnification under t~o eg <br />City shall have the right a n defense coun el on ts wn behalf, and Ci cPlus hall be li ble for <br />all costs incurred by City. <br />VII. Insurance <br />CivicPlus agrees to meet all insurance requirements established by the City for this Project, <br />and to require all contractors, consultants, subcontractors and/or sub-consultants who perform <br />work for CivicPlus to meet the City's insurance requirements. A properly executed and authorized the <br />the <br />and <br />red <br />City certificate of insurance naming a iadditional i suredus shall be prov ded uponlreque t by the1City~ <br />officials, officers and employees <br />VIII. Indenendent Contractor <br />CivicPlus covenants and agrees that CivicPlus is an independent contractor and not an <br />officer, agent, servant or employee of City; that CivicPlus shall have exclusive control of and <br />exclusive right to control the details of the work performed hereunder and all persons performing <br />same, and shall be responsible for the acts and omissions of its officers, agents, employees, <br />contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not <br />apply as between City and CivicPlus, its officers, agents, employees, contractors, subcontractors <br />and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise <br />between City and CivicPlus. <br />IX. Assi~nment and Subletting <br />CivicPlus agrees that neither this Agreement nor the work to be performed hereunder will <br />be assigned or sublet without the prior written consent of the City. The CivicPlus further agrees <br />that the assignment or subletting of any portion or feature of the work or materials required in the <br />performance of this Agreement shall not relieve the CivicPlus from its full obligations to the City as <br />provided by this Agreement. <br />X. Audits <br />CivicPlus agrees that at any time during normal business hours and upon reasonable notice <br />from the City, CivicPlus shall make available to representatives of the City for examination all of its <br />records with respect to all matters covered by this Agreement, and will permit such <br />representatives of the City to audit, examine, copy and make exce P rolls, t reords pof f rnnel, <br />Pero <br />records, and to make audits of all contracts, invoices, materials, p y <br />or <br />conditions of employment and other data ~enal lsettlement tof this Ag eementlorfor greement,otherall <br />period of one (1) year from the date of <br />longer period, if any, as may be required by applicable statute or other lawful requirement. <br />PAGE 3 <br />CIVICPLUS LICENSE & SERVICE AGREEMENT <br />