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REV: 11-10-22 RL <br />9. Subcontracting. Consultant will not subcontract any portion of the Services without <br />prior written approval of the City Manager or their designee. If Consultant subcontracts <br />any of the Services, Consultant will be fully responsible to City for the subcontractor’s <br />acts and omissions as Consultant is for the acts and omissions of persons directly <br />employed by Consultant. Such responsibility will include responsibility for the acts and <br />omissions of the subcontractor’s officers, employees, consultants, subcontractors, and <br />agents. Nothing contained in this Agreement will create any contractual relationship <br />between City and any subcontractor, and Consultant will be responsible for paying <br />subcontractors for any of the Services performed by the subcontractors. Consultant <br />will bind every subcontractor and every subcontractor of a subcontractor by the terms <br />of this Agreement that bind Consultant unless specifically noted to the contrary in the <br />subcontract and approved in writing by the City Manager or their designee. <br />10. Other Consultants. City reserves the right to employ other consultants in <br />connection with the Services. <br />11. Indemnification. <br />11.1 Consultant will defend, indemnify and hold harmless (collectively <br />“Indemnify”) City and its officers, boards and commissions, agents, employees <br />and volunteers (collectively “Indemnitees”) from and against all claims, <br />damages, losses and expenses including attorney fees (collectively “Losses”) <br />arising out of the performance of the Services, caused or claimed to be caused <br />by the acts, errors and/or omissions of Consultant, or any Consultant Personnel <br />or anyone for whose acts any of them may be liable (collectively, “Responsible <br />Parties”). Consultant’s responsibilities under this Section 11 include liability <br />arising from, connected with, caused by, or claimed to be caused by the active <br />or passive negligent acts or omissions of City, which may be in combination with <br />the acts or omissions of any Responsible Party, provided that Consultant’s duty <br />to Indemnify will not include any Losses arising from the sole negligence or willful <br />misconduct of City. <br />11.2 Notwithstanding Consultant’s obligation to defend City hereunder, City <br />has the right to conduct its own defense and seek reimbursement for reasonable <br />costs of defense from Consultant, if City chooses to do so. <br />11.3 Consultant agrees to pay any and all costs City incurs enforcing the <br />provisions set forth in this Section 11. <br />11.4 Subsection 11.1 notwithstanding, in accordance with California Civil <br />Code Section 1668, as amended, nothing in this Agreement will be construed to <br />exempt the City from its own fraud, willful injury to the person or property of <br />another, or violation of law. <br />11.5 Nothing contained in this Agreement will be construed to require <br />Consultant to Indemnify Indemnitees against any responsibility or liability in <br />ATTY/AGR.2022.394/LifeMoves (Redwood City Coordinated Homeless Outreach) (Page 5 of 17)