Agmt15 ELS Architecture and Urban Design

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I I _ _ days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City or YMCA. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City or YMCA for any purposes. 8. SubcontractinQ. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee and YMCA CEO or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City/YMCA for the acts and omissions of ConsultanYs 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 befinreen any subcontractor of Consultant and City/YMCA. 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 applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City/YMCA. 9. Other Consultants. The City and YMCA reserves the right to employ other consultants in connection with the Services. 10. Hold Harmless. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, indemnify, and hold City and YMCA, their officers, employees, agents, and volunteers, harmless from and against any and all losses, costs, damages, expense and liability that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, subcontractor, or anyone employed by any of them or anyone for whose acts any of them may be liable ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description, including attomey's fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate to such Claims ("Liability"). Such obligations to defend, hold harmless and indemnify the City and YMCA shall not apply to the extent that such Liability is caused by the negligence or willful misconduct of the City and YMCA. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. However, nofinrithstanding the foregoing, in accordance with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City and ATTY/AG R/2015.042/E LS REV:03-06-15 MLG Page 3 of 12