AgdaPkt 2013-12-09 Special - Laserfiche WebLink

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4.1.C. - Page 11 City`s election, City may deduct the reimbursable amot�nt from any balance owing to Consultant. 7. Status af Cansultant. Consultant will perform the Services ir� Consultant's as an independen# contractor and not as an employee of City. The persons used by Consultant to provide se�vices under�his Agreement shail nat be considered employees of City for any purposes. S. Subcantractinq. Cor�sultant will not subcantract a�y por#ion of the Services without prior wriften approval of City Manager or hislher designee. If Consultant subcontracts any of the Ser�ices, Cortst�ltant wil[ be fully responsible to City for the acts and omissior�s of Const�ftant's subcontrac#or and of the persons e�ther directly or indirectly employed by th� subcar�tractor, as Consultant is for the acts and omissions of persvns directly employed by Cansultant. Nathing contained in t�is Agreement will create any contract�al relationship between ar�y subcontractar of Consultant and City. Cansultant will be responsib{e for payment of subcontractors. Consuitant wEll bind e��ry subcantractor and e�ery subco�tractor of a subcontractor by the terms of this Agreement applicable ta Cor�suitant's work unless specifcally nat�d ta the contrary in the subcontract and approved in writing by City. 9. O�her Co�sul_tants. City reserves the right #o .employ other cons.�ltants in - connection with th� Serviees. 1�. Hold Harmless. Consuitant shall, to the fullest extent allowed by law, with respect to all services per�ormed in connection with this Agreement, defend with co�nsel acceptable to City, indemnify, and Eio�d City, its officers, employees, agents, and vofunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, reckfessness, or willful miscond�ct of tl�e Cons�altant, subcontractor, or anyon� directly or indirectly employed by any of them or anyone for whose acts any of them may be liable ("Claims"). Cor�sultant will bear all losses, casts, damages, expense and liability of e�ery kind, nature and descr�ptinn, includir�g at#orneys fees, experts fees, court costs and disbursements, ti�at arise out af, pertain to, or relate to such Claims, whether directly or indirectfy ("Liability"). S�ch o�ligations to defend, hold harmless and indemnify the City shal� not apply to the �xtent that such Liability is caused by the sole �egligence, active negligence, or willful misconduct of the City. With respecf to third party claims against the Consultant, the Consuitant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Hov►reWer, notwithstanding the foregoing, in accordance with California Civii Code Section 1668, nothing ir� this Agreement shall �e constru�d to exempt th� City from its own fraud, willfu! injury to the person ar property of ar�other, or violation of law. F�rthermore, notwithstanding the forgoing, to t�e extent this Agreement is a "constructio� co�tract" as defined by Cali�ornia Ci�il Code section 2783, as may be ATTYIAGR12019.127IDSA BELLECCI 11000C1.DOC REV: 111�6i11 3