Agmt14 Verde Design, Inc. - Laserfiche WebLink

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.__ u�w�..�. ___ __ . .. 7. Status of Cc�nsultant. Consultant wil! perform the Services as an independent ccmtractor and not as an empbyee of Ci#y. The persc�ns used by Consultant to provide services under tt�is AgreBment shalM not be considered emplayees of City for any purposes. 8. Subc�ntractinp. Consultant will not subcontract any portion of the Services without prior writtten approval of �ity Manager or his/her designee< If Consultant subcontracts any of the Services, Cansuitant will be fuliy responsible #o Gity for the acfs and amissians of Consuitant's subcontractor and of the persons either dicectly or indirectly emptoyed by the subcontractor, as Consultant is far#he acts and omissi�ns of persons directly empioyed by Consuitant. No#hing contained in this Agreement wilt create any r:on#ractual rela�tionship between any subcontractar ofi Cor�sultant and City. Consultant vv�l! be responsible for payment of subar�ntract+ars. Consuttant will bind every subcontractor and +svery subcontractor of a subcontractor by the terms af this Agreement appficable to Gonsuitant's work unless specificalty noted to the contrary in the subcontract and approved in writing by City. 9, Qther Consultants. City reserves the right to employ other cansul#ants in c;�annection with the Senrices. 10, Hotd Harmless. Consuitant shali, to the fultest e�ent allowed by law, with respect to all senrices perFormed in connection with this Agreement, defend w�th counset acceptable to City, indemnify, and hold City, i#s off'rcers, employees, agents, and volunteers, harmless from and against any and ail ctaims that arise out of, pertain'to, or retate to the r�egTigenr.e, recklessness, ar willful misronduct of the Cansuttant, subcon#r�ctac, ar anyong dire�#ly ar indire+ctiy emplQyed by any of them or�nyone for whose acts any of#hem may be liable ('Cta'rms"j. Consuttant wi0 bear all losses, cvsts, damages, expense and liabili#y af every kind, nature and description, induding attomeys fees, experts fees, court costs and disbursemen�, that arise out o#, pertain to, or r�late to such Claims, wh�ifier di��y or �ndirectly ("Liability'"), Such obii�ations to defend, hold harmiess and indemnify the City shall not apply to the extent that such Liability is caused by the sole negligence or wiliful m'rsconduct of the City, With respect to thir+d party claims against the Cc�nsuitant, the Cansultant waives any and a!I rights of any type of express ar implied indemnity against the indemnitees. Howsver, natwithstanding the foregoing, in accordance with Gatifomia Civil Code Section 1 fi68, nothing in this Agreement shall be construed ta exempt the Ci#y from its own fraud,wiitfui injury to the person or propetrty vf another, or violation of law. Furthermore, notwithstand�ng the forgoing, to #he e�ctent this Agreem�nt is a "cmns#ruction cantract" as defined by Catifami� Civil Code sec#ion 2783, as may be amended from time to time, such duties of Consuttant to indemnify shail not apply when to do so vu�ould b� prohibited by Califarnia Civil Code Section 2782. REV;10-03-14 MLG Page 3 of 35 ATTYIAGR.2014,204Nerde Desi�gn, Inc.