Agmt14 YMCA of Silicon Valley - Laserfiche WebLink

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provided, further, #hat such unavoidable delay wiil not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Consultant's perFormance must be govemed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Comqensation. !n consideration for the Services to be performed by Consultant as listed on Exhibit A, the City agrees to perform those City duties listed on Exhibit A. There shall be no other payment or compensation required from City to Consultant to ensure Consultant's completion of Services listed on Exhibit A. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinp. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Senrices, Consultant will be fully responsible to City for the acts and omissions of C+onsultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement appiicable to ConsultanYs work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. Other Consultants. City reserves the right to employ other consultan#s in connection with the Services. 10. Indemnification. Consultant will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attomey fees arising out of the perFormance of the Senrices, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. The Parties expressly agree that any reasonable payment, attomey's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's REV:07-25-14 N�G Page 2 of 9 ATTYlAGR.2014.139/YMCA of the Silic�n Valley