Agmt13 Alta Planning and Design FHWA/CALTRANS Funded

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