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<br />tax, retirement contribution, social security, overtime payment, unemployment payment <br />or workers' compensation payment which Agency may be required to make on behalf of <br />Consultant or any agent, employee, or subcontractor of Consultant for work done under <br />this Agreement. At the Agency's election, Agency may deduct the indemnification <br />amount from any balance owing to Consultant. <br /> <br />8. SubcontractinQ. Consultant will not subcontract any portion of the Services <br />without prior written approval of Executive Director or his/her designee. If Consultant <br />subcontracts any of the Services, Consultant will be fully responsible to Agency for the <br />acts 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 <br />Agency. Consultant will be responsible for payment of subcontractors. Consultant will <br />bind every 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 Agency. <br /> <br />9. Other Consultants. Agency reserves the right to employ other consultants in <br />connection with the Services. <br /> <br />10. Indemnification. Consultant will defend, indemnify and hold harmless Agency <br />and the City of Redwood City ("City") 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, <br />sole negligence, or willful misconduct of Agency or City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense Agency incurs or makes to or on behalf of an injured employee under the <br />Agency/City's self-administered workers' compensation is included as a loss, expense <br />or cost for the purposes of this section, and that this section will survive the expiration or <br />early termination of the Agreement. <br /> <br />11. Maintenance of Records. Consultant will maintain complete and accurate <br />records with respect to costs incurred under this Agreement. All records will be clearly <br />identifiable. Consultant will allow a representative of Agency during normal business <br />hours to examine, audit, and make transcripts or copies of records and any other <br />documents created pursuant to this Agreement. Consultant will allow inspection of all <br />work, data, documents, proceedings, and activities related to the Agreement for a <br />period of three (3) years from the date of final payment under this Agreement. <br /> <br />12. Ownership Of Documents. All work product produced by Consultant or its <br />agents, employees, and subcontractors pursuant to this Agreement is the property of <br /> <br />ATTY/AGR/2008.099 3 <br />100808 <br />