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<br />and not as an employee of Agency. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of Agency for any <br />purposes. <br /> <br />The payment made to Consultant pursuant to the Agreement will be the full and <br />complete compensation to which Consultant is entitled. Agency will not make any <br />federal or state tax withholdings on behalf of Consultant or its agents, employees or <br />subcontractors. Agency will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of Consultant or its employees or <br />subcontractors. Consultant agrees to indemnify Agency within thirty (30) days for any <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 />g. Other Consultants. Agency reserves the right to employ other consultants in <br />connection with the Services. <br /> <br />1 D. 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 />ATTY/AGR/2009.028 <br />062509 <br /> <br />3 <br />