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7. Status of Consultant. Consultant will perform the Services in ConsultanYs as an <br /> independent contractor and not as an employee of City. The persons used by <br /> Consultant to provide services under this Agreement shall not be considered employees <br /> of City for any purposes. <br /> 8. Subcontractina. Consultant will not subcontract any portion of the Services <br /> without prior written approval of City Manager or his/her designee. If Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions of ConsultanYs subcontractor and of the persons either directly or <br /> indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br /> persons directly employed by Consultant. Nothing contained in this Agreement will <br /> create any contractual relationship between any subcontractor of Consultant and City. <br /> Consultant will be responsible for payment of subcontractors. Consultant will bind every <br /> subcontractor and every subcontractor of a subcontractor by the terms of this <br /> Agreement applicable to Consultant's work unless specifically noted to the contrary in <br /> the subcontract and approved in writing by City. <br /> 9. Other Consultants. City reserves the right to employ other consultants in <br /> connection with the Services. <br /> 10. Hold Harmless. Consultant shall, to the fullest extent allowed by law, with <br /> respect to all services pertormed in connection with this Agreement, defend with <br /> counsel acceptable to City, indemnify, and hold City, its o�cers, employees, agents, <br /> and volunteers, harmless from and against any and all claims that arise out of, pertain <br /> to, or relate to the negligence, recklessness, or willfu� misconduct of the Consultant, <br /> subcontractor, or anyone directly or indirectly employed by any of them or anyone for <br /> whose acts any of them may be liable ("Claims"). Consultant will bear all losses, costs, <br /> damages, expense and liability of every kind, nature and description, including attorneys <br /> fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate <br /> to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, <br /> hold harmless and indemnify the City shall not apply to the extent that such Liability is <br /> caused by the sole negligence, active negligence, or willful misconduct of the City. <br /> With respect to third party claims against the Consultant, the Consultant waives <br /> any and all rights of any type of express or implied indemnity against the Indemnitees. <br /> However, notwithstanding the foregoing, in accordance with California Civil Code <br /> Section 1668, nothing in this Agreement shall be construed to exempt the City from its <br /> own fraud, willful injury to the person or property of another, or violation of law. <br /> Furthermore, notwithstanding the forgoing, to the extent this Agreement is a <br /> "construction contract" as defined by California Civil Code section 2783, as may be <br /> amended from time to time, such duties of Consultant to indemnify shall not apply when <br /> to do so would be prohibited by California Civil Code Section 2782. <br /> ATTY/AGR/2011.128/ Bellecci 70794 <br /> REV: 11/16/11 Page 3 of 14 <br />