AgdaPkt 2011-12-12 - Laserfiche WebLink

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6.1. B. - Page 6 City's electior�, City may deduct the reimbursable amount from any balance owing to Consultant. 7. 5tatus of Consul�ant. Consultant will perform tl�e Services in Consultant's as an independent eontractor and not as an employee of City. The persons used by Consultar�t to pra�ide services ur�der this Agreeme�t shall not be cor�sidered employees of City #or any purposes. 8. Su�contractinq. Consultant will nat subcantract any portian of th� Se�vices without prior written approval of City Manager or hislher designee. If Cansultant subcontracts any of the Se�vices, Cansuitant will be fully responsible to City for the acts and amissions of Consultant's subcontractor ar�d of the persons either directly ar inc�ir�ctly employed by the sui�contractor, as Consultant is for the acts and omissions of persons directly emplayed by Consultant. Nathing contained in this Ag�eement will create ar�y contractuak relationship between any subcontractor of Consuftan� and City. Consultant will k�e responsible for payment of subcontractors. Consultant wi11 bir�d e�ery subcontractor and e�ery subcontractor of a subcontractar by the terms of this Agreemer�t applicable to Consultar�t's work unless sp�cifically noted to th� con�rary in the subcontract and approved in writing by City. 9. Ot�er .Consultants. City reserves the righ� to .empfqy other consuftants in cannectivn with the Services. 1 Q. Hold Harmless. Cons�ftant shali, to the fullest extent al{owed by law, with respect to all services pe�formed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and liold City, its officers, employees, agents, and volunteers, harmless from and against ar�y and a[! cfair�s that aris� out af, pertain to, or relate to the negligence, recklessness, or willful misconduct af the Cons�altant, subcontractar, or ar�yone directly or indirectly er�ployed by any of them or anyone for whose acts any of them may be liable ("Claims"). Consultant will bear all losses, eosts, damages, expense and liability of every kind, �a#ure and description, includirtg attorneys �ees, experts fees, court casts and disb�rsements, t�at arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obEigations to defend, hold harmless and indemnify the City shall nat appiy to the �xtent that such Liability is caused by the sole negligence, acti�e �egligence, or willful misconduct of the City. With respect to third party ciaims against the Consultant thE'. C0115UIt�CIt W�IV@5 any and all rights of any type af express or implied indemnity against the Indemnitees. However, notwit�standing the foregoing, in accordance with Ca�ifornia Civil Code Section 1668, nothir�� in tl�is Agreement shall be construed to exempt the City fram its own fraud, willful injury to the �erson or property of another, or �iolation of law. Furthermore, notwithstanding the forgoing, to the extent this Agreement is a °construction contract" as defined by Califorrtia Ci�il Code sectior� 2783, as may be AT 1.1271DSA BELLECCI 1'EOOOO.D�C REV: 1'1116111 3