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<br />employees,including hours,wages,working conditions,promotion,discipline,hiring and discharge.
<br />Consultant exclusively controls the manner,means and methods by which services are provided to
<br />Municipality,including attendance at meetings,and Consultant’s employees are not subject to the direction
<br />and control of Municipality. Except where required by Municipality to use Municipality information
<br />technology equipment or when requested to perform the services from office space provided by the
<br />Municipality,Consultant employees shall perform the services using Consultant information technology
<br />equipment and from such locations as Consultant shall specify. No Consultant employee shall be assigned a
<br />Municipal email address as their exclusive email address and any business cards or other IDs shall state that
<br />the person is an employee of Consultant or providing Services pursuant to a contractual agreement between
<br />Municipality and Consultant.
<br />It is the intention of the Parties that,to the greatest extent permitted by applicable law,Consultant shall be
<br />entitled to protection under the doctrines of governmental immunity and governmental contractor
<br />immunity,including limitations of liability,to the same extent as Municipality would be in the event that the
<br />services provided by Consultant were being provided by Municipality.Nothing in this Agreement shall be
<br />deemed a waiver of such protections.
<br />11.ASSIGNMENT AND SUBCONTRACT
<br />Neither party shall assign all or part of its rights or obligations under this Agreement to another entity
<br />without the written approval of both Parties;consent shall not be unreasonably withheld.Notwithstanding
<br />the preceding,Consultant may assign this Agreement in connection with the sale of all or substantially all of
<br />its assets or ownership interest,effective upon notice to Municipality,and may assign this Agreement to its
<br />parent,subsidiaries or sister companies (Affiliates)without notice to Municipality.Consultant may
<br />subcontract any or all of the services to its Affiliates without notice to Municipality.Consultant may
<br />subcontract any or all of the services to other third parties provided that Consultant gives Municipality prior
<br />written notice of the persons or entities with which Consultant has subcontracted.Consultant remains
<br />responsible for any Affiliate’s or subcontractor’s performance or failure to perform.Affiliates and
<br />subcontractors will be subject to the same performance criteria expected of Consultant.Performance
<br />clauses will be included in agreements with all subcontractors to assure quality levels and agreed upon
<br />schedules are met.
<br />12.INDEMNIFICATION
<br />To the fullest extent permitted by law,Consultant shall defend,indemnify,and hold harmless Municipality,
<br />its elected and appointed officials,employees and volunteers and others working on behalf of Municipality,
<br />from and against any and all third-party claims,demands,suits,costs (including reasonable legal costs),
<br />expenses,and liabilities (“Claims”)alleging personal injury,including bodily injury or death,and/or property
<br />damage,but only to the extent that any such Claims are caused by the negligence of Consultant or any
<br />officer,employee,representative,or agent of Consultant.Consultant shall have no obligations under this
<br />Section to the extent that any Claim arises as a result of Consultants compliance with Municipal law,
<br />ordinances, rules, regulations, resolution, executive orders or other instructions received from Municipality.
<br />To the fullest extent permitted by law and without waiver of governmental immunity,Municipality shall
<br />defend,indemnify,and hold harmless Consultant,its officers,employees,representatives,and agents,from
<br />and against any and all Claims alleging personal injury,including bodily injury or death,and/or property
<br />damage,but only to the extent that such Claims are caused by (a)the negligence of,or material breach of
<br />any obligation under this Agreement by,Municipality or any officer,employee,representative,or agent of
<br />Municipality or (b)Consultant’s compliance with Municipal law,ordinances,rules,regulations,resolutions,
<br />executive orders or other instructions received from Municipality.If either Party becomes aware of any
<br />incident likely to give rise to a Claim under the above indemnities,it shall notify the other and both Parties
<br />shall cooperate fully in investigating the incident.
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