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<br /> 10. Independent Contractor.
<br /> A. It is further agreed by and between the parties that because this Agreement shall not
<br /> constitute nor create an employer-employee relationship, and since the Contractor is an
<br /> independent contractor, Contractor shall be responsible for all obligations relating to federal
<br /> income tax, self-employment FICA taxes and contributions, and all other so called employer taxes
<br /> and contributions, including, but not limited to, industrial insurance (Workmen's Compensation),
<br /> and that the Contractor agrees to indemnify, defend and hold the City harmless from any claims,
<br /> valid or otherwise, made to the City, because of these obligations.
<br /> B. Any and all employees of the Contractor, while engaged in the performance of any
<br /> Work, shall be considered employees of the Contractor only and not of the City, and any and all
<br /> claims that may or might arise under the Worker's Compensation Act on behalf of said
<br /> employees or Contractor, while so engaged in any and all claims made by a third party as a
<br /> consequence of any negligent act or omission on the part of the Contractor's employees, while so
<br /> engaged on any of the Work, shall be the sole obligation and responsibility of the Contractor.
<br /> C. Contractor shall comply with all applicable provisions of the Fair Labor Standards Act
<br /> and other legislation affecting its employees and the rules and regulations issued thereunder
<br /> insofar as applicable to its employees and shall at all times save the City free, clear and harmless
<br /> from all actions, claims, demands and expenses arising out of said act, and rules and regulations
<br /> that are or may be promulgated in connection therewith.
<br /> D. Contractor assumes full responsibility for the payment of all payroll taxes, use, sales,
<br /> income, or other form of taxes (such as state and, city business and occupation taxes), fees,
<br /> licenses, excises or payments required by any city, federal or state legislation which are now or
<br /> may during the term of the Agreement be enacted as to all persons employed by the Contractor
<br /> and as to all duties, activities and requirements by the Contractor in performance of the Work and
<br /> Contractor shall assume exclusive liability therefore, and meet all requirements thereunder
<br /> pursuant to any rules or regulations that are now or may be promulgated in connection therewith.
<br /> 11. Employment. The Contractor warrants that it had not employed or retained any company or
<br /> person, other than a bona fide employee working solely for the Contractor, to solicit or secure
<br /> this Agreement and that it has not paid or agreed to pay any company or person, other than a
<br /> bona fide employee working solely for the Contractor, any fee, commission, percentage,
<br /> brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or
<br /> making of this Agreement. For breach or violation of this warranty, the City shall have the right
<br /> to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price
<br /> or consideration or otherwise recover, the full amount of such fee, commission, percentage,
<br /> brokerage fee, gift, or contingent fee.
<br /> 12. Audits, Inspections, Submission of Reports and Documents and Annual Report.
<br /> A. Audits and Inspections. At any time during normal business hours and as often as the
<br /> City may deem necessary, the Contractor shall make available to the City for the City's
<br /> examination all of the Contractor's books, records and documents (and books, records and
<br /> documents of any of its subcontractors) with respect to all matters covered by this Agreement
<br /> and, furthermore, the Contractor will permit the City to audit, examine and make copies, excerpts
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