Agmt09 Young, Valerie J. AICP (2)

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8. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of Executive Director or hislher 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. 9. Other Consultants. Agency reserves the right to employ other consultants in connection with the Services. 10. Indemnification. Consultant will defend, indemnify and hold harmless Agency and the City of Redwood City (ClCity") 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. 11. Insurance. Consultant will obtain and maintain policies of automobile liability insurance, which will be in force during the life of this Agreement and will not be cancelled without thirty (30) days prior to written notice to the City by certified mail. All other general insurance requirements are waived by Peter Ingram, City Manager. In Jieu of providing Workers Compensation coverage, the consultant may provide certification of Sole Proprietorship. See attached Exhibit "B", the Sole Proprietor Certification, incorporated herein by this reference. 12. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of Agency during normal business hours to examine, audit, and make transcripts or copies of records and any other A TIY/AGRI2009.005 021209 3