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5. Compensation. The total fee payable for the Services to be performed during the <br />Term of this Agreement will be Fifty Nine Thousand Nine Hundred and Fifty Dollars <br />($59,950). City shall pay Consultant Twenty Nine Thousand Nine Hundred Seventy Five <br />Dollars ($29,975) upon City's execution of this agreement, and the balance upon <br />satisfactory completion of the Services. No other compensation for the Services will be <br />allowed except for items covered by subsequent amendments to this Agreement. The <br />payment made to Consultant pursuant to the Agreement will be the full and complete <br />compensation to which Consultant is entitled. City will not make any federal or state tax <br />withholdings on behalf of Consultant or its agents, employees or subcontractors. City <br />will not be required to pay any workers' compensation insurance or unemployment <br />contributions on behalf of Consultant or its employees or subcontractors. Consultant <br />agrees to reimburse City within thirty (30) days for any tax, retirement contribution, <br />social security, overtime payment, unemployment payment or workers' compensation <br />payment which City makes on behalf of Consultant or any agent, employee, or <br />subcontractor of Consultant for work done under this Agreement. <br />6. 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 />7. Subcontracting. 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 />Consultant will be responsible for payment of subcontractors. Consultant will bind every <br />subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Consultant's work unless specifically noted to the contrary in <br />the subcontract and approved in writing by City. <br />& Indemnification. Consultant will defend, indemnify and hold harmless City, Port <br />of Redwood City, Portside Investors and their officers, agents, employees and <br />volunteers from and against all claims, damages, losses and expenses including <br />attorney fees arising out of the performance of the Services, caused in whole or in part <br />by the willful misconduct or any negligent act or omission of the Consultant, any <br />subcontractor, anyone directly or indirectly employed by any of them or anyone for <br />whose acts any of them may be liable, except where caused by the active negligence or <br />willful misconduct of City. <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense City incurs or makes to or on behalf of an injured employee under the City's <br />self-administered workers' compensation is included as a loss, expense or cost for the <br />purposes of this section. <br />REV: 06-06-18 RL <br />Page 2 of 10 <br />ATTY/AG R.2018.119/Pyros pectacula rs <br />