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6.1.C. - Page 6 <br /> Proposal attached hereto as Exhibit "B" and incorporated herein by this reference, and <br /> shall reference this contract number and project title. The final invoice must contain the <br /> final cost and all credits due City that include any equipment purchased under the <br /> provisions of Section 31 of this Agreement. The final invoice should be submitted within <br /> 60 calendar days after completion of Consultant's work. Invoices shall be mailed to <br /> City's Contract Manager at the address provided in Section 16 below. <br /> 6.5. The payment made to Consultant pursuant to the Agreement will be the full <br /> and complete compensation to which Consultant is entitled. City will not make any <br /> federal or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. City will not be required to pay any workers' compensation insurance or <br /> unemployment contributions on behalf of Consultant or its employees or subcontractors. <br /> Consultant agrees to reimburse City within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which City makes on behalf of Consultant or any agent, <br /> employee, or subcontractor of Consultant for work done under this Agreement. At City's <br /> election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> 6.6. All subcontracts in excess of$25,000 shall contain the above provisions. <br /> 7. Status of Consultant. Consultant will perform the Services in Consultant's as an <br /> independent contractor and not as an employee of City. The persons used by <br /> Consultant to provide services under this Agreement shall not be considered employees <br /> of City for any purposes. <br /> 8. Subcontractinq. Consultant will not subcontract any portion of the Services <br /> without prior written approval of City Manager or his/her designee. Any substitution of <br /> subcontractors must be approved in writing by City. If Consultant subcontracts any of <br /> the Services, Consultant will be fully responsible to City for the acts and omissions of <br /> Consultant's subcontractor and of the persons either directly or indirectly employed by <br /> the subcontractor, as Consultant is for the acts and omissions of persons directly <br /> employed by Consultant. Nothing contained in this Agreement will create any <br /> contractual relationship between any subcontractor of Consultant and City. Consultant <br /> will be responsible for payment of subcontractors. Consultant will bind every <br /> 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 City. Any subcontract in excess of $25,000 <br /> entered into as a result of this contract, shall contain all the provisions stipulated in this <br /> Agreement to be applicable to subcontractors. <br /> 9. Other Consultants. City reserves the right to employ other consultants in <br /> connection with the Services. <br /> 10. Hold Harmless. Consultant shall, to the fullest extent allowed by law, with <br /> respect to all services performed in connection with this Agreement, defend with <br /> ATTY/AGR/2013.039/FHWA CALTRANS FUNDED PROFESSIONAL AGR WALK BIKE ASSESSMENTS <br /> REV:03-14-13 VR <br /> Page 3 of 30 <br />