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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 shall perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide Services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontracting. Consultant shall not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant shall be fully responsible to City for the acts and omissions of 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 shall create any contractual relationship between any subcontractor of Consultant and City. Consultant shall be responsible for payment of subcontractors. Consultant shall 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. This is a non-exclusive agreement. City reserves the right to provide, and to retain other consultants to provide, services that are the same or similar to the Services described in this Agreement. Consultant hereby acknowledges that City contracts with other consultants for Building Inspection and Plan Review services and shall engage a consultant for specific plan review services by written direction from the Project Administrator or awarding a Task Order as is described in Exhibit A of this Agreement. 10. Indemnity 10.1 Indemnification. Consultant shall, at its own expense, defend (by counsel satisfactory to the City), indemnify and hold harmless City and its officers, agents, employees and volunteers ("City Indemnitees") from and against any and all causes of action, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, damages, judgments, liabilities, losses, obligations and expenses or costs of any kind, whether actual, alleged or threatened, including attorney fees and costs, court costs, interest, defense costs, and expert witness fees ("Claims") which arise out of, pertain to, or relate to the performance or failure to comply with this Agreement by Consultant„ any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including the City's active or passive negligence ("Consultant's Performance"), except where caused by the sole negligence or willful misconduct of City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising out of, pertaining to, or relating to Consultant's Performance, Consultant shall provide a defense to the City Indemnitees, or at the City's option, reimburse the City Indemnitees their costs of defense, including attorney fees and costs, incurred in defense of such claims. 10.2 Scone of Obligation. Consultant's indemnification duty as set forth in this Section 10 shall include the duty to defend (by counsel satisfactory to the City) as set forth in California Civil Code § 2778. This indemnification obligation is not limited in any way by any limitation ATTY/AGR/2018.022/SHUMS CODA REV: 02-28-18 RL Page 4 of 19