Agmt07 Bottomley Design and Planning

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The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. Agency will not make any federal or state tax with holdings on behalf of Consultant or its agents, employees or subcontractors. Agency 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 indemnify Agency within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment, which Agency may be required to make on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the Agency's election, Agency may deduct the indemnification amount from any balance owing to Consultant. 7. Subcontractina. Consultant will not subcontract any portion of the Services without prior written approval of Executive Director or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Agency 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 Agency. 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 Agency. 8. Other Consultants. Agency reserves the right to employ other consultants in connection with the Services. 9. Indemnification. Consultant will defend, indemnify and hold harmless Agency and the City of Redwood City ("City") and their officers, 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 omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of Agency or City. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense Agency incurs or makes to or on behalf of an injured employee under the Agency/City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 10. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property, which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A_V" 10.1 Coveraaes and Limits. Consultant will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or Executive Director, in consultation with the General Counsel, approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. Agency and/or City, their officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the ATTY/AGR/2007.073 092107 2