Agmt13 Bellecci & Assoc. Design Professional Services Agreement

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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. Subcontractina. 8.1 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 shall pay its subcontractors within ten (10) calendar days from receipt of each payment made to the Consultant by the City. 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 Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors. 8.2 As provided in Section 6, City will withhold a ten percent retention. The prime consultant, or subcontractor, shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency. Federal law (49 CFR26.29) requires that any delay or postponement of payment over 30 days may take place only for good cause and with the agency's prior written approval. Any violation of this provision shall subject the violating prime consultant or subcontractor to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subcontractor in the event of a dispute involving late payment or nonpayment by the prime Consultant, deficient subcontractor performance, or noncompliance by a subcontractor. This provision applies to both DBE and non-DBE prime consultant and subcontractors. REV:09-26-13 VR ATTY/AGR/2013.169/BELLECCI&ASSOCIATES Page 3 of 38 CHARTER ST.SRTS