Agmt11 City of San Carlos-Payroll Services

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4.4.3 Miscellaneous. Should any of the parties desire to add, delete, or amend any responsibilities the parties will meet and negotiate in good faith regarding any changes to the compensation owed to the City of Redwood City. Should Redwood City determine that a legal opinion regarding payroll tax, PERS, or other unanticipated issue is required, the City of San Carlos will be responsible for selecting legal counsel and the associated costs. The City of San Carlos authorizes the City of Redwood City to charge additional amounts as needed.to successfully produce 2011 W-2 forms for San Carlos employees should the City of Redwood City determine that ` circumstances demand more labor to produce W-2s than would normally be required. Bills will be submitted to City of San Carlos monthly in arrears for the services provided and must be paid within 30 days of receipt. 5. Not a Joint Venture or Joint Powers Authoritv. The parties intended by this Agreement to establish only an Agreement for payroll services, and do not intend to create a joint powers agency, partnership, joint venture, joint enterprise, or special relationship of any kind. 6. Subcontractinq. Redwood City will not subcontract any portion of the Services without prior written approval of San Carlos City Manager or his/her designee. If Redwood City subcontracts any of the Services, Redwood City will be fully responsible to San Carlos for the acts and omissions of Redwood City's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Redwood City is for the acts and omissions of persons directly employed by Redwood City. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Redwood City and San Carlos. Redwood City will be responsible for payment of subcontractors. Redwood City will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Redwood City's work unless specifically noted 4o the contrary in the subcontract and approved in writing by San Carlos. 7. Indemnification. When Redwood City's Finance Director or designee is directing Redwood City employees in providing payroll services, Redwood City is responsible for liabilities arising out these services. When Redwood City Finance Director or designee directs San Carlos employees in activities necessary to achieve the purposes of this agreement, Redwood City's Finance Director or designee is responsible for liabilities arising solely out of his or her functions or services. When the City of San Carlos performs any functions or services not directed by Redwood City's Finance Director or designee, San Carlos is responsible for liabilities arising solely out of those functions and services. 2011. 072 San Carlos Payroll Services 5 081811