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available only to City and any specified public agencies. Such records shall be <br />maintained by Consultant for one (1) year following completion of the work under this <br />Contract unless a longer period of time is required by state or federal law, in which <br />event Consultant 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. City will not make <br />any federal or state tax withholdings on behalf of Consultant or its agents, employees <br />or subcontractors. City will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of Consultant or its employees or <br />subcontractors. Consultant agrees to reimburse City within thirty (30) days for any <br />tax, retirement contribution, social security, overtime payment, unemployment <br />payment or workers' compensation payment which City makes on behalf of <br />Consultant or any agent, employee, or subcontractor of Consultant for work done <br />under this Agreement. At the City's election, City may deduct the reimbursable <br />amount from any 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 City. The persons used by Consultant to <br />provide services under this Agreement shall not be considered employees of City for <br />any purposes. <br />8. Subcontractina. 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 <br />acts and omissions of Consultant's subcontractor and of the persons either directly <br />or indirectly employed by the subcontractor, as Consultant is for the acts and <br />omissions of persons directly employed by Consultant. Nothing contained in this <br />Agreement will create any contractual relationship between any subcontractor of <br />Consultant and City. Consultant will be responsible for payment of subcontractors. <br />Consultant will bind every subcontractor and every subcontractor of a subcontractor <br />by the terms of this Agreement applicable to Consultant's work unless specifically <br />noted to the contrary in the subcontract and approved in writing by City. <br />9. Other Consultants. City reserves the right to employ other consultants in <br />connection with the Services. <br />10. Hold Harmless. Consultant shall, to the fullest extent allowed by <br />law, with respect to all services performed in connection with this <br />Agreement, indemnify, and hold City, its officers, employees, and <br />volunteers, harmless from and against any and all claims, damages, <br />losses, causes of action, liability, costs or expenses to the extent <br />caused by the negligence, recklessness, or willful misconduct of the <br />Consultant, its subconsultants, or anyone directly or indirectly <br />employed by any of them or anyone for whose acts any of them may <br />be liable ("Claims'). Consultant will bear all losses, costs, damages, <br />expenses and liability of every kind, nature and description, including <br />attorney's fees, expert's fees, court costs and disbursements, to the <br />REV: 06-15-18 VR <br />Pa e3of 14 <br />ATTY/AGR/2018.128/ELS ARCHITECTURE & URBAN DESIGN <br />