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will to be paid in two installments, one at the time this agreement is signed and the <br /> second payment by April 1, 2014. Both invoices will include a detailed summary of the <br /> work. PCRC will invoice Redwood City 2020/City of Redwood City (fiscal agent for <br /> Redwood City 2020) to receive these payments. <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consultant is entitled. City will not make any federal or <br /> 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 the <br /> City's election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> 7. Status of Consultant. Consultant and CES will perform the Services 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. Subcontractina. Consultant will not subcontract any portion of the Services <br /> without prior written approval of City Manager or his/her designee. If Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions of Consultant's subcontractor and of the persons either directly or <br /> indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br /> persons directly employed by Consultant. Nothing contained in this Agreement will <br /> create any contractual relationship between any subcontractor of Consultant and City. <br /> Consultant 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. <br /> 9. Other Consultants. City reserves the right to employ other consultants in <br /> connection with the Services. <br /> 10. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br /> officers, officials, City Council, agents, employees and volunteers and Redwood City <br /> 2020 and its officers, officials, agents, employees, and volunteers, from and against all <br /> claims, damages, losses and expenses including attorney fees arising out of the <br /> performance of the Services, caused in whole or in part by the willful misconduct or any <br /> negligent act or omission of the Consultant, the CES, any subcontractor, anyone directly <br /> or indirectly employed by any of them or anyone for whose acts any of them may be <br /> liable, except where caused by the sole negligence or willful misconduct of City or <br /> Redwood City 2020. <br /> ATTY/AGR/2013.223/PCRC WITH RC2020 RWC TOGETHER <br /> REV:11-12-13 MLG <br /> Page 4 of 10 <br />