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9. HOLD HARMLESS
<br />9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
<br />and hold harmless City, its City Council, boards and commissions, officers, agents,
<br />volunteers and employees (collectively, the "Indemnified Parties ") from and against any
<br />and all claims (including, without limitation, claims for bodily injury, death or damage to
<br />property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
<br />relate (directly or indirectly) to any breach of the terms and conditions of this
<br />Agreement, any Work performed or Services provided under this Agreement including,
<br />without limitation, defects in workmanship or materials or Consultant's presence or
<br />activities conducted on the Project (including the negligent, reckless, and /or willful acts,
<br />errors and /or omissions of Consultant, its principals, officers, agents, employees,
<br />vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
<br />by any of them or for whose acts they may be liable, or any or all of them).
<br />9,2 Notwithstanding the foregoing, nothing herein shall be construed to
<br />require Consultant to indemnify the Indemnified Parties from any Claim arising from the
<br />sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
<br />indemnity shall be construed as authorizing any award of attorneys' fees in any action
<br />on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
<br />and liability regardless of whether any insurance policies are applicable. The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by
<br />Consultant.
<br />10. INDEPENDENT CONTRACTOR
<br />It is understood that City retains Consultant on an independent contractor basis
<br />and Consultant is not an agent or employee of City. The manner and means of
<br />conducting the Work are under the control of Consultant, except to the extent they are
<br />limited by statute, rule or regulation and the expressed terms of this Agreement. No
<br />civil service status or other right of employment shall accrue to Consultant or its
<br />employees. Nothing in this Agreement shall. be deemed to constitute approval for
<br />Consultant or any of Consultant's employees or agents, to be the agents or employees
<br />of City. Consultant shall have the responsibility for and control over the means of
<br />performing the Work, provided that Consultant is in compliance with the terms of this
<br />Agreement. Anything in this Agreement that may appear to give City the right to direct
<br />Consultant as to the details of the performance of the Work or to exercise a measure of
<br />control over Consultant shall mean only that Consultant shall follow the desires of City
<br />with respect to the results of the Services.
<br />GRC Associates, Inc. page 5
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