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employees or subcontractors. Consultant agrees to reimburse City within thirty (30) days for any
<br /> tax, retirement contribution, social security, overtime payment, unemployment payment or
<br /> workers' compensation payment which City makes on behalf of Consultant or any agent,
<br /> employee, or subcontractor of Consultant for work done under this Agreement. At the City's
<br /> election, City may deduct the reimbursable amount from any balance owing to Consultant.
<br /> 7. Status of Consultant. Consultant shall perform the Services as an independent contractor
<br /> and not as an employee of City. The persons used by Consultant to provide Services under this
<br /> Agreement shall not be considered employees of City for any purposes.
<br /> 8. Subcontracting. Consultant shall not subcontract any portion of the Services without prior
<br /> written approval of City Manager or his/her designee. If Consultant subcontracts any of the
<br /> Services, Consultant shall be fully responsible to City for the acts and omissions of Consultant's
<br /> subcontractor and of the persons either directly or indirectly employed by the subcontractor, as
<br /> Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing
<br /> contained in this Agreement shall create any contractual relationship between any subcontractor
<br /> of Consultant and City. Consultant shall be responsible for payment of subcontractors. Consultant
<br /> shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this
<br /> Agreement applicable to Consultant's work unless specifically noted to the contrary in the
<br /> subcontract and approved in writing by City.
<br /> 9. Other Consultants. This is a non-exclusive agreement. City reserves the right to provide,
<br /> and to retain other consultants to provide, services that are the same or similar to the Services
<br /> described in this Agreement. Consultant hereby acknowledges that City contracts with other
<br /> consultants for Building Inspection and Plan Review services and shall engage a consultant for
<br /> specific plan review services by written direction from the Project Administrator or awarding a
<br /> Task Order as is described in Exhibit A of this Agreement.
<br /> 10. Indemnity
<br /> 10. 1 Indemnification. Consultant shall, at its own expense, defend (by counsel
<br /> satisfactory to the City), indemnify and hold harmless City and its officers, agents, employees and
<br /> volunteers ("City Indemnitees") from and against any and all causes of action, claims, suits,
<br /> actions, arbitration proceedings, administrative proceedings, regulatory proceedings, damages,
<br /> judgments, liabilities, losses, obligations and expenses or costs of any kind, whether actual,
<br /> alleged or threatened, including attorney fees and costs, court costs, interest, defense costs, and
<br /> expert witness fees ("Claims") which arise out of, pertain to, or relate to the performance or failure
<br /> to comply with this Agreement by Consultant„ any subcontractor, anyone directly or indirectly
<br /> employed by any of them or anyone for whose acts any of them may be liable, including the City's
<br /> active or passive negligence ("Consultant's Performance"), except where caused by the sole
<br /> negligence or willful misconduct of City. In the event the City Indemnitees are made a party to
<br /> any action, lawsuit, or other adversarial proceeding arising out of, pertaining to, or relating to
<br /> Consultant's Performance, Consultant shall provide a defense to the City Indemnitees, or at the
<br /> City's option, reimburse the City Indemnitees their costs of defense, including attorney fees and
<br /> costs, incurred in defense of such claims.
<br /> ATTY/AGR/2016/AMENDMENTS/AMEND NO. 1 WEST COAST CODE CONSULTANTS, INC.
<br /> REV: 04-28-16 RL
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