Agmt23 Kennedy Jenks Consultants, Inc.

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REV: 03-17-23 JB omissions of the subcontractor’s officers, employees, consultants, subcontractors, and agents. Nothing contained in this Agreement will create any contractual relationship between City and any subcontractor, and Consultant will be responsible for paying subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement that bind Consultant unless specifically noted to the contrary in the subcontract and approved in writing by the City Manager or their designee. 10. Other Consultants. City reserves the right to employ other consultants in connection with the Services. 11. Indemnification. 11.1 Consultant 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”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, or any Consultant Personnel or anyone for whose acts any of them may be liable. Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of City. 11.2 Notwithstanding Consultant’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Consultant, if City chooses to do so. 11.3 Consultant agrees to pay any and all costs City incurs enforcing the provisions set forth in this Section 11. 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. 11.5 Nothing contained in this Agreement will be construed to require Consultant to Indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8, as amended. To the extent this Agreement is a “construction contract” as defined by California Civil Code section 2783, as amended, such duties of Consultant to indemnify will not apply when to do so would be prohibited by California Civil Code Section 2782 as amended. 11.6 The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation plan is included as a loss, expense or cost for the purposes of this Section 11. ATTY/AGR.2023.055/Kennedy Jenks Consultants (On Call Professional Services) (Page 4 of 15)