Agmt10 Sares Regis Group of Northern California, L.P.

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and omiSSions of Consultant's subcontractor and of the persons either directly or indirectly enhployed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any ltontractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will 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. The City reserves the right to employ other consultants in connection with the Services. The Third Party Consultants shall not be considered to be Consultant's subcontractors (and Consultant shall have no liability as a result of the acts or omissions of the Third Party Consultants) and such Third Party Consultants shall be treated for all purposes as independent contractors of the City. 10. Indemnification. Consultant will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, to the extent caused by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (but excluding any Third Party Consultants), except to the extent caused by the negligence or willful misconduct of City. 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 is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 11. Limitation. Consultant is not an architect, engineer, construction manager, contractor or other design professional. Consultant shall be held to the standard of performance of providers of comparable consultation services in connection with similar projects under similar time constraints. Consultant's review and supervision of any matters submitted by any other sub-consultants shall not constitute any representation or warranty by Consultant (and Consultant makes no such representation or warranty) that such matters or any work performed by such parties in connection therewith comply with applicable laws or requirements or applicable standards of care or as to the accuracy of such matters. Consultant will not be liable to City, or to anyone who may claim any right due to a relationship with City, for any acts or omissions in the performance of its Services under the terms of this Agreement or on the part of the employees or agents of Consultant unless those acts or omissions are due to willful misconduct, or bad faith. Consultant's liability to City, hereof, shall not exceed the sum of Forty-Five Thousand Dollars ($45,000). 12. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the