Agmt21 Landscape Structures, Inc. (LSI)

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8.5. DIR Registration. City may not enter into the Contract with a bidder without proof that the Contractor and its Subcontractors are registered with the California Department of Industrial Relations to perform public work under Labor Code Section 1725.5, subject to limited legal exceptions. 9. Subcontracting. Contractor will not subcontract any portion of the Work without prior written approval of the City Manager or their designee. If Contractor subcontracts any of the Work, Contractor will be fully responsible to City for the subcontractor's acts and omissions as Contractor is for the acts and omissions of persons directly employed by Contractor. Such responsibility will include responsibility for the acts and omissions of the subcontractor's officers, employees, Contractors, subcontractors, and agents. Nothing contained in this Agreement will create any contractual relationship between City and any subcontractor, and Contractor will be responsible for paying subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement that bind Contractor unless specifically noted to the contrary in the subcontract and approved in writing by the City Manager or their designee. 10. Other Contractors. City reserves the right to employ other Contractors in connection with the Work. 11. Indemnification. 11.1 Contractor will defend, indemnify and hold harmless (collectively "Indemnify") City and its officers, boards and commissions, agents, employees and volunteers (collectively "Indemnitees") from and against all claims, damages, losses and expenses including attorney fees (collectively "Losses") arising out of the performance of the Work, caused or claimed to be caused by the acts, errors and/or omissions of Contractor, or any Contractor Personnel or anyone for whose acts any of them may be liable (collectively, "Responsible Parties"). Contractor's responsibilities under this Section 11 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Contractor's duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of City. 11.2 Notwithstanding Contractor's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so. 11.3 Contractor agrees to pay any and all costs City incurs enforcing the provisions set forth in this Section 11 if the City prevails in an enforcement action, including but not limited to attorney's fees. 11.4 Subsection 11.1 notwithstanding, in accordance with California Civil Code Section 1668, as amended, nothing in this Agreement will be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. REV: 03-30-2021 RL ATTY/AGR.2021.064/Landscape Structures, Inc. (Shade Structure Installation) (Page 4 of 11)