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<br /> advance,written notice to the City of the Contractor's intention to start Work and specify the date
<br /> on which the Contractor intends to start. The first item of work will be the work rehearsal as
<br /> described in the Scope of Work attached hereto as Exhibit A. Contractor shall thereafter perform
<br /> and complete all Work within sixty(60) days of the date on which the Contract Time commences
<br /> to run as stated in the Notice to Proceed. Failure to complete all Work by this date will subject
<br /> Contractor to liquidated damages as set forth herein above.
<br /> 4. Indeuendent Contractor. At all times during the term of this Agreement,
<br /> Contractor,its employees and agents shall be independent contractors and not employees or agents
<br /> of the City. Contractor, its employees and agents shall have no authority, express or implied, to
<br /> bind the City to any obligation whatsoever.
<br /> 5. Assignment and Subcontractin�. It is recognized by the parties hereto that a
<br /> substantial inducement to City for entering into this agreement was, and is,the qualifications and
<br /> competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br /> portion of the performance contemplated and provided for in this Agreement without the approval
<br /> of the City Manager. Contractor shall not subcontract any portion of the performance
<br /> contemplated and provided for herein without prior written approval of the City.
<br /> 6. Hold Harmless. Contractor shall,to the fullest extent allowed by law,with respect
<br /> to all services performed in connection with this Agreement, defend with counsel acceptable to
<br /> City, indemnify, and hold City, its officers, employees, agents, and volunteers,harmless from and
<br /> against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br /> willful misconduct of the Contractor, subcontractor, or anyone directly or indirectly employed by
<br /> any of them or anyone for whose acts any of them may be liable("Claims"). Contractor will bear
<br /> all losses, costs, damages, expense and liability of every kind, nature and description, including
<br /> attorneys' fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate
<br /> to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold
<br /> harmless and indemnify the City shall not apply to the extent that such Liability is caused by the
<br /> sole negligence or willful misconduct of the City.
<br /> With respect to third party claims against the Contractor,the Contractor waives any and all
<br /> rights of any type of express or implied indemnity against the Indemnitees.
<br /> However,notwithstanding the foregoing,in accordance with California Civil Code Section
<br /> 1668, nothing in this Agreement shall be construed to exempt the City from its own fraud,willful
<br /> injury to the person or property of another, or violation of law.
<br /> Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction
<br /> contract"as defined by California Civil Code section 2783,as may be amended from time to time,
<br /> such duties of Contractor to indemnify shall not apply when to do so would be prohibited by
<br /> California Civil Code Section 2782.
<br /> Nothing herein contained in this Agreement shall be construed to require Contractor to
<br /> indemnify Indemnitees against any responsibility or liability in contravention of California Civil
<br /> Code Section 2782.8.
<br /> ATTY/AGR/2014.166/SILVERADO CONTRACTORS-PAM AM BARGE REMOVAL
<br /> REV:09-09-14 VR
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