Agmt11 Kennedy Jenks Counsutants

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employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services in ConsultanYs as an independent contractor and not as an employee of City. The persons .used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. . 8. Subcontractina. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of ConsultanYs subcontractor and of the persons either directly or indirectly employed by the subconfractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contracTual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment oi subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to ConsultanYs work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. Other Consultants. City reserves the right to employ other consultants in connection with the Services. 10. Hold Harmless. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, defend with counsei acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims, losses, costs, damages, expenses and liability of every kind, nature and description, including attorneys fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose. acts any of them may be liable ("Claims"), except to the extent caused by the sole negligence, , active negiigence, 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 or implied indemnity against the Indemnitees. However, notwithstanding_the 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 law. Furthermore, notwithstanding the forgoing, to the extent this Agreement is a "construction contracY' as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not appiy when to do so would be prohibited by California Civil Code Section 2782. ATTYlAGR/2011.137/KENNEDY JENKS DESIGN GOLF COURSE REV:12/13/11 � � � � Page 3 of 14 � .