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City's election, City may deduct the reimbursable amount from any balance owing to <br />Consultant. <br />7. Status of Consultant. Consultant will perform the Services as an independent <br />contractor and not as an employee of City. The persons used by Consultant to provide <br />services under this Agreement shall not be considered employees of City for any <br />purposes. <br />8. Subcontractina. Consultant will not subcontract any portion of the Services without <br />prior written approval of City Manager or his/her designee. If Consultant subcontracts <br />any of the Services, Consultant will be fully responsible to City for the acts and omissions <br />of Consultant's subcontractor and of the persons either directly or indirectly employed by <br />the subcontractor, as Consultant is for the acts and omissions of persons directly <br />employed by Consultant. Nothing contained in this Agreement will create any contractual <br />relationship between any subcontractor of Consultant and City. Consultant will be <br />responsible for payment of subcontractors. Consultant will bind every subcontractor and <br />every subcontractor of a subcontractor by the terms of this Agreement applicable to <br />Consultant's work unless specifically noted to the contrary in the subcontract and <br />approved in writing by City. <br />9. Other Consultants. City reserves the right to employ other consultants in <br />connection with the Services. <br />10. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, losses <br />and expenses including attorney fees arising out of the performance of the Services, <br />caused in whole or in part by the willful misconduct or any negligent act or omission of <br />the Consultant, any subcontractor, anyone directly or indirectly employed by any of them <br />or anyone for whose acts any of them may be liable, except where caused by the sole <br />negligence or willful misconduct of City. <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense <br />City incurs or makes to or on behalf of an injured employee under the City's self- <br />administered workers' compensation is included as a loss, expense or cost for the <br />purposes of this section. <br />With respect to third party claims against the Consultant, the Consultant waives any and <br />all 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, <br />willful 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 <br />ATTY/AGR/2017.110/SPINITAR — SHORES LIBRARY CAMERA SYSTEM <br />REV: 05-16-1715 <br />Page 3 of 13 <br />