Agmt09 Latino Leadership Council of San Mateo Co.

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compensation payment which Agency may be required to make on behalf of Grantee or any agent, employee, or subcontractor of Grantee for work done under this Agreement. At the Agency's election, Agency may deduct the indemnification amount from any balance owing to Grantee. 8. Subcontractina. Grantee will not subcontract any portion of the Services without prior written approval of Executive Director or his/her designee. If Grantee subcontracts any of the Services, Grantee will be fully responsible to Agency for the acts and omissions of Grantee's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Grantee is for the acts and omissions of persons directly employed by Grantee. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Grantee and Agency. Grantee will be responsible for payment of subcontractors. Grantee will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Grantee'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. Grantee 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 theGranteee, 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. Maintenance of Records. Grantee will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Grantee will allow a representative of Agency during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Grantee will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 12. Ownership Of Documents. All work product produced by Grantee or its agents, employees, and subcontractors pursuant to this Agreement is the property of Agency. In the event this Agreement is terminated, all work product produced by Grantee or its 3 ATTY/AGR/2009.040 091109