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6.1.A. - Page 7 <br /> 7. Stat�s af Consultant. Consultant will perForm the Serwices in Consultan�'s �s an <br /> independent cnntractor and naf as an employee af City. The persons useci iay <br /> �Cor�sultant ta provide servic�s under this Agreement shall not be cansidered emplayees <br /> of �ity for any purposes. <br /> �. Subcontracting. Cflnsultant will not subcontract �ny partion of the Services <br /> without prior written approval of City Manager or �islher designee. If Gonsultant <br /> �ubcontracts any Qf the Services, Consu�tant will k�e fully respo�sible to Gity for t�e acts <br /> and vmiss'rons af Consultant's subcantraetor and of the persons either directly or <br /> indirectly employed by t�te s�bcontr�ctor, as Consultant is fcrr the acts and omdssivns of <br /> persons directly err�p�oyed by Consultant. EVothing cor�tained in this Agreement will <br /> create any contractual relatianship between any subcontractnr o� Consultanf and City. <br /> Consultant will be respans9ble for payment af s�bcontractors. �onsultant will bind every <br /> subcontractor and every subcontractvr c�f � subcvn#ractor by #he terms of this <br /> Agreement applicable �o Consultan�'s work unless specifically n�ted #o the contrary in <br /> the subcantract �nd �pproved in writing by City. <br /> 9. �ther Consultants. City reserv�s the right ta employ ather consult�nts in <br /> cor�nection with the Services. <br /> 10. Ho1d Harcnless Consultant shall, �a the fullest extent allowed by law, wit� <br /> respect to all services perFarmed in connection with this Agreement, defend with <br /> cvunsel acceptable to City, indemnify, and hold Gity, its offieers, employees, agents, <br /> and valunteers, harmless frorri and against any and all claims that arise out of, pertain <br /> to, or relate to the negligenc�, recklessness, ar wiflful misconducf of the Cvnsultant, <br /> subcontractor, or a�yone directly or indirectly employed by any o# them or anyo�e for <br /> whose acts any caf them may be liable (°Claims"�. Consultant will bear all lo�ses, costs, <br /> damage�, expense and liability af every kind, nature and description, including attorneys <br /> fees, experts fees, eour� cos�s and disbursemerats, that arise out of, pertain to, or reiate <br /> ta such Claims, whether directly ar indiEeetly ("Liability"). Such obligat�ons to defend, <br /> hold harmless and indemnify the City shal! not a�aply to the extent that such Liability is <br /> caused by the sole negligence, active negligence, or wilfful misconduct of the City. <br /> With respeet to fhird party claims against the Consu'ltant, the Consultant wai�es <br /> any and al1 rights of a�ny type vf �xpress or implied indemnity against the Indem�itees. <br /> How�ver, notwithstanding the foregoing, in accordance with California Civil Cvde <br /> Seetion 16�i8, no#hing in this Agreement shakl be construed to exernpt the Gity from its <br /> own fraud, willful injury to the person or praperty of anoth�r, or violation of law. <br /> Furthermare, notu,�ithstanding the for�aing, to the extent this Agreem�nt is a <br /> "eonstruction contract" as d�fined by Califarnia Civil Cod� seetion 2783, as may be <br /> am�nded from time t�a time, such duties of Cansultant to indemnify shali nat app�y when <br /> ta do so woufd be prohibited by California Civi1 Code Section 2782. <br /> ATTYIAGR12012.OD1lG&E ENGINEERING page 3 of 30 <br /> ����•n�tt7n«� <br />