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_ 6.1.C. - Page 5 <br /> 7. Status af Consultat�t. Cons€�Itant will perform th� S�rvices in Cons��tar�t's as an <br /> independenf contractor ar�d not as an employee of City. The persor�s used by <br /> Cansultant ta provide services �ander this Agreemen� shall not be cansiderecf employees <br /> of City for any purposes_ � <br /> . 8. Subcontractinq. Cot�sultant will nofi subcontract any port€on of th� 5ervices <br /> withou� prior written approval of City Manager or hislher designee. I� Consultant <br /> subcontracts any of�he Services, Consultart� wilf be fufly responsible to City far the aets <br /> and omissions of Cansultanf's subcontractor and of the persons either directly or <br /> indirecf{y empfoyed by t�e s�bcontraetor, as Car�sultant is for fl�e acts a�d omissior�s of <br /> persons ciirectly employed by Consultant. Nothing cantair�ed in this Agreement will <br /> creafe ar�y contractual relationship between any subcontractor of Cansultant and City. <br /> Cor�su�tant will be responsible for payment of subcon�ractors. Co�st�ltant will bind e�ery <br /> s�bcar�tractor and every s�a�con�ractor of a subcon�ractor �y the te�ms of this <br /> Agreemenf applicable to Consultant`s work unless specifically not�d to the contrary in <br /> the subcan�ract and approved in wrifii�� by City. <br /> 9. Other Consultants. City reserves th� right ta employ other consultants in <br /> cor�nection wi�� the Services. <br /> �0. Hold Harmless. Cansultan� shall, to the fulfest ex#ent alfowed �y law, with <br /> respect to ail services performed in connectian with this Agreemer��, defend with <br /> counsel acc�ptable to City, in�emnify, and hold City, its officers, employees, ag�nts, <br /> and volut�teers, harmless from and against any and alf claims that arise out of, pertain <br /> to, or relate to the �egligence, recklessness, or willful misconduc� of the Cor�sultant, <br /> subcon�ractor, or ar�yone direct€y or indir�cfly employed by any of them or anyone for <br /> whose acts any of them may be liable ("Ciaims"). Consultant will bear al[ losses, costs, <br /> da�a�es, expense and iiability of every icind, nature and description, ineluding attorneys <br /> fees, exper�s fees, court costs and disbursernents, thaf arise out of, pertain �o, ar relate <br /> to such Claims, whether direc�iy or indirectly ("�.iability"). Suc�€ ob�igations to defencE, <br /> ho{d harmless and indemnify the City shali not appfy to the ex#ent that such �iability is <br /> caused by the sole negiigence, active negligence, or willful �iscanduct af the Ci#y. <br /> With respect to third party claims against ti�e Consul�ant, fihe Cons�ltant waives <br /> ar�y and all rights of arty �ype of express or implied indemt�ity against the Indemnitees. <br /> However, notwithsta�ding the foregaing, in accordance wi�h California Civil Code <br /> Sect€on 1668, nothing in this Agreer-r�ent shall be cans�rued to exempt the City from its <br /> own fraud, vvillful injury to th� person or property of another, or�iolation of law. <br /> Furtl�ermore, notwith�tanding the forgoing, to the extent this Agreement is a <br /> "construction contract" as defined �y California Civil Coc4e section 2783, as may �e <br /> amended €rom time fa time, such duties of Consultant fo indem�ify shafl not apply whe� <br /> to do so would �e prohi�ited by California Civil Code 5ection 2782. <br /> DRAFT RHAA 93203 BL 091920�1COUNCIL 3 <br />