Agmt15 ELS Architecture and Urban Design (2)

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r � Consultant'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 befinreen 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 applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. Other Consultants. The City 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 attorney'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, notwithstanding the foregoing, in accordance with Califomia Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City and YMCA from its own fraud, willful injury to the person or property of another, or violation of law. Furthermore, notwithstanding the forgoing, to the extent this Agreement is a"construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Nothing herein contained in this Agreement shall be construed to require Consultant to indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City or YMCA incurs or makes to or on behalf of an injured employee under the City's or YMCA's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. ATTY/AGR/2015.148/ELS ARCHITECTURE AND DESIGN REV:07-28-15 MLG Page 3 of 9