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b. Overhead and Expenses. No claims for reimbursement of overhead or expenses <br /> will be allowed under this Agreement. <br /> c. Invoices. Upon completion of the City's eligible expenses for the Project, the <br /> City shall submit a properly executed invoice to the County indicating the amount of eligible <br /> expenses for reimbursement. The invoice shall include an itemization of all reimbursable expenses <br /> incurred by the City, together with reasonable documentation substantiating such expenses, all in <br /> accordance with this Section 3. <br /> d. Contract Maximum. Total reimbursable expenses under this Agreement, all <br /> fees and expenses included, shall not exceed $10,000. <br /> 4. Independent Contractor. The City agrees that it is not an agent, employee, or servant <br /> of the County. This Agreement neither constitutes nor creates an employer-employee relationship. <br /> The parties agree that the City is not entitled to any benefits or rights enjoyed by employees of the <br /> County. The City specifically has the right to direct and control the City's own activities in <br /> accordance with the specifications set out in this Agreement. The County shall only have the right <br /> to ensure performance. Nothing in this Agreement shall be construed to render the parties partners <br /> or joint ventures. <br /> The City shall furnish, employ and have exclusive control of all persons to be engaged in <br /> performing the City's obligations under this Agreement(the"City personnel"), and shall prescribe <br /> and control the means and methods of performing such obligations by providing adequate and <br /> proper supervision. Such the City personnel shall for all purposes be solely the employees or <br /> agents of the City and shall not be deemed to be employees or agents of the County for any <br /> purposes whatsoever. With respect to the City personnel, the City shall be solely responsible for <br /> compliance with all rules, laws and regulations relating to employment of labor, hours of labor, <br /> working conditions, payment of wages and payment of taxes, including applicable contributions <br /> from the City personnel when required by law. <br /> Because it is an independent contractor, the City shall be responsible for all obligations <br /> relating to federal income tax, self-employment or FICA taxes and contributions, and all other so- <br /> called employer taxes and contributions including, but not limited to, industrial insurance <br /> (workers' compensation). The City agrees to indemnify, defend and hold the County harmless <br /> from any and all claims,valid or otherwise, made to the County because of these obligations. <br /> The City assumes full responsibility for the payment of all payroll taxes,use,sales,income, <br /> or other form of taxes, fees, licenses, excises or payments required by any city, county, federal or <br /> state legislation which are now or may during the term of the Agreement be enacted as to all <br /> persons employed by City and as to all duties,activities and requirements by the City in completion <br /> of the Project under this Agreement. The City shall assume exclusive liability therefore, and shall <br /> meet all requirements thereunder, pursuant to any rules or regulations that are now or may be <br /> promulgated in connection therewith. <br /> 5. Changes. No changes or additions shall be made in this Agreement except as agreed <br /> to by both parties, reduced to writing and executed with the same formalities as are required for <br />