Agmt18 RWC 2020 Board of Trustees of the Leland Stanford Jr. University

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6.2 Consultant shall maintain adequate records and shall permit Inspection and audit by Redwood City 2020 and City of Consultant's charges under this Contract. Consultant shall make such records available to Redwood City 2020 and City during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to Redwood City 2020, City and any specified public agencies. Such records shall be maintained by Consultant 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 Consultant shall retain its records for the time required by such laws. 6.3. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. Redwood City 2020 and City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. Redwood City 2020 and City 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 Redwood City 2020 and City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which Redwood City 2020 makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At Redwood City 2020's or City's election it may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of Redwood City 2020 or City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of Redwood City 2020 or City for any purposes. 8. Subcontractinc. Consultant will not subcontract any portion of the Services without priorwritten approval of Redwood City 2020. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Redwood City 2020 and City 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 Redwood City 2020 or City. 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 Redwood City 2020 and City. 9. Other Consultants. Redwood City 2020 reserves the right to employ other consultants in connection with the Services. 10. Indemnification. Consultant will defend, indemnify and hold harmless City and its officers, officials, City Council, agents, employees and volunteers and Redwood City 2020 and its officers, officials, agents, employees, and volunteers, from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or In part by the willful misconduct or any negligent act or Page 3 of 11 ATTY/AGR/2018.104/THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY REV; 0S-18-18 RL