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Consultant shall be paid for its Services under this Agreement by November 1, 2011, <br /> based on the total aggregate amount of sponsorships obtained by Consultant and <br /> received by Agency, in accordance with the schedule set forth above. <br /> 7. Status of Consultant. Consultant will perform the Services as an independent <br /> contractor and not as an employee of Agency. The persons used by Consultant to <br /> provide services under this Agreement shall not be considered employees of Agency for <br /> any purposes. <br /> Consultant will disclose to potential sponsors that Consultant receives monetary <br /> compensation from Agency under this Agreement in exchange for Consultant's <br /> sponsorship solicitation services. <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 loss, expense <br /> or cost for the purposes of this section. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 1 ATTY /AGR/2011.006 RDA Downtown WOW Sponsorship Solicitatn <br /> 012411 <br />