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All published material, including electronic, will promote and acknowledge Redwood <br /> City, and Redwood City's downtown. <br /> 7. Status of Grantee. Grantee will perform the Services in Grantee's own way as an <br /> independent contractor and in pursuit of Grantee's independent calling, and not as an <br /> employee of Agency. The persons used by Grantee to provide services under this <br /> Agreement will not be considered employees of Agency for any purposes. <br /> The payment made to Grantee pursuant to the Agreement will be the full and complete <br /> compensation to which Grantee is entitled. Agency will not make any federal or state <br /> tax withholdings on behalf of Grantee or its agents, employees or subcontractors. <br /> Agency will not be required to pay any workers' compensation insurance or <br /> unemployment contributions on behalf of Grantee or its employees or subcontractors. <br /> Grantee agrees to indemnify Agency within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which Agency may be required to make on behalf of Grantee or <br /> any agent, employee, or subcontractor of Grantee for work done under this Agreement. <br /> At the Agency's election, Agency may deduct the indemnification amount from any <br /> balance owing to Grantee. <br /> 8. Subcontracting. Grantee will not subcontract any portion of the Services without <br /> prior written approval of Executive Director or his /her designee. If Grantee subcontracts <br /> any of the Services, Grantee will be fully responsible to Agency for the acts and <br /> omissions of Grantee's subcontractor and of the persons either directly or indirectly <br /> employed by the subcontractor, as Grantee is for the acts and omissions of persons <br /> directly employed by Grantee. Nothing contained in this Agreement will create any <br /> contractual relationship between any subcontractor of Grantee and Agency. Grantee <br /> will be a responsible for payment of subcontractors. Grantee will bind every <br /> pY Y <br /> subcontractor and every subcontractor of a subcontractor by the terms of this <br /> Agreement applicable to Grantee's work unless specifically noted to the contrary in the <br /> 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. Grantee will defend, indemnify and hold harmless Agency and <br /> the City of Redwood City ( "City ") and their officers, agents, employees and volunteers <br /> from and against all claims, damages, losses and expenses including attorney fees <br /> arising out of the performance of the Services, caused in whole or in part by the willful <br /> misconduct or any negligent act or omission of the Grantee, any subcontractor, anyone <br /> directly or indirectly employed by any of them or anyone for whose acts any of there <br /> may be liable, except where caused by the active negligence, sole negligence, or willful <br /> 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 /> ATTY /AG R/2010.117 3 <br /> 10/12/10 <br />