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law, in which event Manager shall retain its records for the time required by such <br /> laws. <br /> 6.3. The payment made to Manager pursuant to the Agreement will be the full <br /> and complete compensation to which Manager is entitled. City will not make any <br /> federal or state tax withholdings on behalf of Manager or its agents, employees <br /> or subcontractors. City will not be required to pay any workers' compensation <br /> insurance or unemployment contributions on behalf of Manager or its employees <br /> or subcontractors. Manager agrees to reimburse City within thirty (30) days for <br /> any tax, retirement contribution, social security, overtime payment, <br /> unemployment payment or workers' compensation payment which City makes on <br /> behalf of Manager or any agent, employee, or subcontractor of Manager for work <br /> done under this Agreement. At the City's election, City may deduct the <br /> reimbursable amount from any balance owing to Manager. <br /> 7. Status of Manager. Manager will perform the Services in Manager's own way as <br /> an independent contractor and in pursuit of Manager's independent calling, and not as <br /> an employee of City. The persons used by Manager to provide services under this <br /> Agreement will not be considered employees of City for any purposes. <br /> 8. Subcontracting. Manager will not subcontract any portion of the Services without <br /> prior written approval of City Manager or his/her designee. If Manager subcontracts any <br /> of the Services, Manager will be fully responsible to City for the acts and omissions of <br /> Manager's subcontractor and of the persons either directly or indirectly employed by the <br /> subcontractor, as Manager is for the acts and omissions of persons directly employed <br /> by Manager. Nothing contained in this Agreement will create any contractual <br /> relationship between any subcontractor of Manager and City. Manager will be <br /> responsible for payment of subcontractors. Manager will bind every subcontractor and <br /> every subcontractor of a subcontractor by the terms of this Agreement applicable to <br /> Manager's work unless specifically noted to the contrary in the subcontract and <br /> approved in writing by City. <br /> 9. Other Consultants. The City reserves the right to employ other consultants in <br /> connection with the Services. <br /> 10. Indemnification. Manager will defend, indemnify and hold harmless City and its <br /> officers, agents, employees and volunteers from and against all claims, damages, <br /> losses and expenses including attorney fees arising out of the performance of the <br /> Services, caused in whole or in part by the willful misconduct or any negligent act or <br /> omission of the Manager, any subcontractor, anyone directly or indirectly employed by <br /> any of them or anyone for whose acts any of them may be liable, except where caused <br /> by the active negligence, sole negligence, or willful misconduct of City. <br /> 11. Insurance. Manager 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 /> ATTY/AGR/2013.030/SURGE DOCKTOWN MANAGEMENT AGREEMENT <br /> REV:3-01-13 VR <br /> Page 3 of 14 <br />