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6.2 Superion shall maintain adequate records and shall permit inspection and audit by Customer of Superion's charges under this Contract. Superion shall make such records available to Customer during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to Customer and any specified public agencies. Such records shall be maintained by Superion for one (1 ) year following completion of the work under this Contract unless a longer period of time is required by state or federal law, in which event Superion shall retain its records for the time required by such laws. 6 .3 . The payment made to Superion pursuant to the Agreement will be the full and complete compensation to which Superion is eititlsd . Customer will not make any federal or state tax withholdings on behalf of Superiun or its agents , employees or subcontractors. Customer will not be required to pay any workers' compensation insurance or unemployment contributions on behalf c Superion or its employees or subcontractors. Superion agrees to reimburse Custc,mr within thirty (30) days for any tax, retirement contribution , social security, overtime payment. unemployment payment or workers' compensation payment which Customer makes on 5ehalf of Superion or any agent, employee , or subcontractor of Superion for work done t nder this Agreement. At the Customer's election , Customer may deduct the reimbui3able amount from any balance owing to Superion . 7 . Status of Superion . Superion will perform the Services as an independent contractor and not as an employee of Cu3tomer. The persons ust;d by Superion to provide services under this Agreement shall no be considered employees of Customer for any purposes. 8 . Subcontracting . Superion will nox sub ;cntract any portion of the Services without prior written approval of City Manager or his/ iE r designee . If Superion subcontracts any of the Services , Superion will be fully responsible to Customer for the acts and omissions of Superion's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Superion is for the acts and omissions of persons directly employed by Superion . Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Superion and Customer. Superion will be responsible for payment of subcontractors. Superion will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Superion's work unless specifically noted to the contrary in the subcontract and approved in writing by Customer. 9 . Other Consultants. Customer reserves the right to employ other consultants in connection with the Services . 10 . Indemnification. Superion will defend, indemnify and hold harmless Customer and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services and incurred by Customer in connection with a claim asserted against Customer by a third party for: (i) bodily injury or death ; or (ii) damage to any tangible or real property, ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT REV: 09-27-17 PR Page 3 of 13