AgdaPkt 2011-12-12 - Laserfiche WebLink

Browse Search

6.1. C. - Page 6 7. Status of Consultar�t. Cansultant wilf perFarm the Services ir� Consultant's as an independent co�tractor and not as an employee of City. The persons used by Cor�sultant to provide services under this Agreement shall not be considered employees of City for any purposes. $. Subcontractinq. Cansultan# will not subcontract arty portion of the Services witho�t prior written approva� of City Manager or hislher designee. If Consultar�t subcontracts any of the Services, Co�sultartt will be fully responsible to City for the acts and omissions af Consultant's s�bcantractor ar�d of the persons either directly or indirectly employed by the subcontractor, as Consultartt is for the acts ar�d omissions vf persons directly employed by Consultant. Nothing eontained in this Agree�nent will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment af subcontractors, Gonsultant will bir�d every subcontractor and every subcor�#ractor of a subcontractor by the terms of this Agreement applicable ta Consultant's work unless specifically nated to the contrary in the subcontract and appr�ved in writing by City. 9. Other Consultants. City reserves the right �o employ other cons�lta�ts in co�rtection with the Ser�iees. 10. Hofd Harmless. Consultan� shall, to the fullest extent allowed by law, with respect to all services performed in connectiort witl� this Agreemer�t, defend with counsel acceptable to City, inde�nr�ify, and hol� City, its afficers, employees, agents, and �olunteers, harmless from and against any and all ciaims that arise �ot�t of, p�rtain to, or relafe to the negliger�ce, recklessness, ar vuilifui misconduct of the Consultar�t, s�bcontractor, or anyone directly or ir�directly ernployed by any of them or anyone for whose acts ar�y of them may be liable ("Claims"). Consultant wilf bear ap losses, costs, damages, expense and liability of er�ery lcind, r�ature and description, including attorneys fees, experts fees, court costs and disbursements, that arise out of, pertain to, ar relate to sueh Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shalf not apply to the ex#ent that such Liability is caused by t�e sole negligence, acti�e negligence, or willful misconduct of the City. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express ar implied indemn�ty against the Indemrtitees. Horrv��er, notvuithstar�ding �he foregoing, in accordance with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of 1aw. Furtherr�are, no�vvithstanding the forgoing, to the extent this Agreement is a "construction contract" as defir�ed by California Civil Code section 2783, as rr�ay be amended from time ta time, such d�ties of Consultant to indemnify shall r�ot apply when to do so would be prohibited by Califarnia Civi1 Cade Sectian 2782. ATTYIAG�212011.1281 Bellecci 70794 REV: 111'I6/'i 1 Page 3 of 94