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3. Term of Performance. Contractor shall begin performing the services set forth in
<br />Exhibits A and B as soon as he or she is notified by the City. Contractor shall thereafter perform
<br />and complete all services by no later than June 30, 2022.
<br />4. Independent Contractor. At all times during the term of this Agreement,
<br />Contractor, its employees and agents shall be independent contractors and not employees or agents
<br />of the City. Contractor, its employees and agents shall have no authority, express or implied, to
<br />bind the City to any obligation whatsoever.
<br />5. Assignment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications and
<br />competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br />portion of the performance contemplated and provided for in this Agreement without the approval
<br />of the City Manager. Contractor shall not subcontract any portion of the performance
<br />contemplated and provided for herein without prior written approval of the City.
<br />6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with respect
<br />to all services performed in connection with this Agreement, defend with counsel acceptable to
<br />City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and
<br />against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor, subcontractor, or anyone directly or indirectly employed by
<br />any of them or anyone for whose acts any of them may be liable ("Claims"). Contractor will bear
<br />all losses, costs, damages, expense and liability of every kind, nature and description, including
<br />attorneys' fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate
<br />to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold
<br />harmless and indemnify the City shall not apply to the extent that such Liability is caused by the
<br />sole negligence or willful misconduct of the City.
<br />With respect to third party claims against the Contractor, the Contractor waives any and all
<br />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, willful
<br />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 to time,
<br />such duties of Contractor to indemnify shall not apply when to do so would be prohibited by
<br />California Civil Code Section 2782.
<br />Nothing herein contained in this Agreement shall be construed to require Contractor to
<br />indemnify Indemnitees against any responsibility or liability in contravention of California Civil
<br />Code Section 2782.8.
<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-administered
<br />workers' compensation is included as a loss, expense or cost for the purposes of this section.
<br />REV: 10/04/19 EI
<br />ATN/AGR.2019.258/HB Staffing Services (Page 2 of 14)
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