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federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Required Service Level. Consultant's payment system ("Payment System") shall be available to City's customers twenty-four hours per day, every day of the year. Consultant warrants at least 99.9% system availability, which is defined as the percentage of total time during each calendar year that the Payment System is available to City's customers, excluding scheduled maintenance. If the system availability falls below 99.9% for a period of 30 days, parties will meet and confer, and Consultant will provide a good faith effort to provide a solution. In addition, if Consultant fails to meet the service levels described in this section for two (2) consecutive months, City may terminate this agreement upon thirty (30) days' notice. 8. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 9. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to 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 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 City. 10. Other Consultants. City reserves the right to employ other consultants in connection with the Services. 11. Protection of City Data. Consultant will maintain administrative, physical, and technical safeguards for protection of the security and confidentiality of all data received by Consultant pursuant to this agreement, including, without limitation, any data provided directly to Consultant by City and any data received from persons using Consultant's services to pay City. All data in the previous sentence will hereinafter be referred to as "City Data." In the event of any actual or possible data breach related to REV: 11-14-18 DZ Page 3 of 11 ATTY/AGR.2018.265/Packet Fusion - IVR System Development & Implementation