Agmt17 ELS Architecture and Urban Design

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longer period of time is required by state or federal law, in which event Consultant shall retain its records for the time required by such laws. 7.3. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City or YMCA will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City or YMCA will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse City and/or YMCA, as the case may be, within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City and/or YMCA makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's and/or YMCA's election, they may deduct the reimbursable amount from any balance owing to Consultant. 8. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of either City or YMCA. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City or YMCA for any purposes. 9. Subcontracting: Consultant will not subcontract any portion of the Services without prior written approval of the City Manager or his/her designee and the YMCA President/CEO. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Client for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and Client. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by Client. 10. Other Consultants. The City and/or the YMCA reserve the right to employ other consultants in connection with the Services which may include design and/or engineering consultants and the Party(ies) who employ any such other Consultants shall be liable for any and all fees associated with such employment, as the case may be. 11. Hold Harmless. Consultant shall, to the fullest extent allowed by law, with respect to the services performed in connection with this Agreement, indemnify, and hold both Client and Client's officers, employees, and volunteers, harmless from and against any and all claims, damages, losses, causes of action, liability, costs or expenses to the extent caused by the negligence, recklessness, or willful misconduct of the Consultant, its subconsultants, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable ("Claims"). Consultant will bear all losses, ATTY/AGR/2017.263/CITY—YMCA ARCHITECTURE AGREEMENT REV: 11-09-17 VR Page 5 of 15