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and the importance and continuity of continuing Consultant's research for Redwood City <br /> 2020. Consultant shall not participate in any discussions or decisions by Redwood City <br /> 2020 in the evaluation and monitoring of Consultant's perFormance under this <br /> agreement. All members of Redwood City 2020 and parties to the agreement <br /> acknowledge the dual role that will be held by Consultant in this Agreement as a <br /> member of the collaboration and as Consultant. Consultant will not be in a position to <br /> evaluate on behalf of the Consortium whether it is in breach of the Agreement. Other <br /> than this protection, the parties otherwise waive any concern regarding ConsultanYs <br /> dual role in this Agreement. <br /> 6. Compensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be $26,000.00 (Twenty Six Thousand Dollars). No <br /> other compensation for the Services will be allowed except for items covered by <br /> subsequent amendments to this Agreement. City has the authority to withhold a10% <br /> percent retention until City has accepted all of the services specified in the Scope of <br /> Services. <br /> There shall be no additional charge for expenses unless agreed to by City. Consultant <br /> will provide City, on a quarterly basis, copies of invoices sufficiently detailed to include a <br /> summary of hours worked, tasks performed, unless otherwise agreed to by City. <br /> Incremental payments, if applicable, will be made as outlined in attached Exhibit"A." <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consultant is entitled. City will not make any federal <br /> or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. City will not be required to pay any workers' compensation insurance or <br /> unemployment contributions on behalf of Consultant or its employees or subcontractors. <br /> Consultant agrees to reimburse City within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which City makes on behalf of Consultant or any agent, <br /> employee, or subcontractor of Consultant for work done under this Agreement. At the <br /> City's election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> 7. Status of Consultant. Consultant will perform the Services as an independent <br /> contractor and not as an employee of City. The persons used by Consultant to provide <br /> services under this Agreement shall not be considered employees of City for any <br /> purposes. <br /> 8. Subcontractinq. 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 Consultant's 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 /> REV:09-15-14 MLG <br /> Page 3 of 9 <br /> ATTY/AGR.2014.0173/AOD Subcontract with JGC for 2014-2015 <br />