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and City and any specified public agencies. Such records shall be maintained by <br />Consultant for one (1) year following completion of the work under this Contract unless <br />a longer period of time is required by state or federal law, in which event Consultant <br />shall retain its records for the time required by such laws. <br />6.3. The payment made to Consultant pursuant to the Agreement will be the <br />full and complete compensation to which Consultant is entitled. Redwood City 2020 will <br />not make any federal or state tax withholdings on behalf of Consultant or its agents, <br />employees or subcontractors. Redwood City 2020 will not be required to pay any <br />workers' compensation insurance or unemployment contributions on behalf of <br />Consultant or its employees or subcontractors. Consultant agrees to reimburse <br />Redwood City 2020 and City within thirty (30) days for any tax, retirement contribution, <br />social security, overtime payment, unemployment payment or workers' compensation <br />payment which Redwood City 2020 or City makes on behalf of Consultant or any agent, <br />employee, or subcontractor of Consultant for work done under this Agreement. At <br />Redwood City 2020 or City's election it may deduct the reimbursable amount from any <br />balance owing to Consultant. <br />7. Status of Consultant. Consultant will perform the Services as an independent <br />contractor and not as an employee of Redwood City 2020 or City. The persons used by <br />Consultant to provide services under this Agreement shall not be considered employees <br />of Redwood City 2020 or City for any purposes. <br />8. Subcontracting. Consultant will not subcontract any portion of the Services <br />without prior written approval of Redwood City 2020. If Consultant subcontracts any of <br />the Services, Consultant will be fully responsible to Redwood City 2020 and City for the <br />acts 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 <br />Redwood City 2020 or City. Consultant will be responsible for payment of <br />subcontractors. Consultant will bind every subcontractor and every subcontractor of a <br />subcontractor by the terms of this Agreement applicable to Consultant's work unless <br />specifically noted to the contrary in the subcontract and approved in writing by Redwood <br />City 2020 and City. <br />9. Other Consultants. Redwood City 2020 reserves the right to employ other <br />consultants in connection with the Services. <br />10. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br />officers, officials, City Council, agents, employees and volunteers and Redwood City <br />2020 and its officers, officials, agents, employees, and volunteers, from and against all <br />claims, damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful misconduct or any <br />negligent act or omission of the Consultant, any subcontractor, anyone directly or <br />indirectly employed by any of them or anyone for whose acts any of them may be liable, <br />ATTY/AGR/2017.202/SHAM LESS HEART COACHING <br />REV: 09-05-17 VR <br />Page 3 of 10 <br />