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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 /> 8. Subcontracting. 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 /> 9. Other Consultants. Agency reserves the right to employ other consultants in <br /> connection with the Services. <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 /> 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 Toss, 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 /> 11. Insurance. Consultant will obtain and maintain for the duration of the Agreement <br /> and any and all amendments, insurance against claims for injuries to persons or <br /> damage to property which may arise out of or in connection with performance of the <br /> Services by Consultant or Consultant's agents, representatives, employees or <br /> subcontractors. The insurance will be obtained from an insurance carrier admitted and <br /> authorized to do business in the State of California. The insurance carrier is required to <br /> have a current Best's Key Rating of not less than "A -:V." <br /> ATTY /AG R/2010.048 3 <br /> 052110 <br />