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<br /> which may be found or become due to Service Provider under this Agreement or may demand
<br /> Service Provider to promptly reimburse the City for such cost.
<br /> 12. Independent Contractor.
<br /> A. This Agreement neither constitutes nor creates an employer-employee relationship, and
<br /> because the Service Provider is an independent contractor, Service Provider shall be responsible
<br /> for all obligations relating to federal income tax, self-employment FICA taxes and contributions,
<br /> and all other so called employer taxes and contributions, including, but not limited to, industrial
<br /> insurance (Workmen's Compensation), and that the Service Provider agrees to indemnify, defend
<br /> and hold the City harmless from any claims, valid or otherwise, made to the City, because of
<br /> these obligations.
<br /> B. Any and all employees of the Service Provider, while engaged in the performance of
<br /> any Work, shall be considered employees of only the Service Provider and not employees of the
<br /> City. The Service Provider shall be solely liable for any and all claims that may or might arise
<br /> under the Worker's Compensation Act on behalf of said employees or Service Provider,while so
<br /> engaged and for any and all claims made by a third party as a consequence of any negligent act or
<br /> omission on the part of the Service Provider's employees, while so engaged on any of the Work
<br /> C. Service Provider shall comply with all applicable provisions of the Fair Labor
<br /> Standards Act and other legislation affecting its employees and the rules and regulations issued
<br /> thereunder insofar as applicable to its employees and shall at all times save the City free, clear
<br /> and harmless from all actions, claims, demands and expenses arising out of said act, and rules
<br /> and regulations that are or may be promulgated in connection therewith.
<br /> D. Service Provider assumes full responsibility for the payment of all payroll taxes, use,
<br /> sales, 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 Service
<br /> Provider and as to all duties, activities and requirements by the Service Provider in performance
<br /> of the Work and Service Provider shall assume exclusive liability therefore, and meet all
<br /> requirements thereunder pursuant to any rules or regulations that are now or may be promulgated
<br /> in connection therewith.
<br /> 13. Employment. The Service Provider warrants that he had not employed or retained any
<br /> company or person, other than a bona fide employee working solely for the Service Provider, to
<br /> solicit or secure this Agreement and that he has not paid or agreed to pay any company or person,
<br /> other than a bona fide employee working solely for the Service Provider, any fee, commission,
<br /> percentage, brokerage fee, gifts,or any other consideration, contingent upon or resulting from the
<br /> award or making of this Agreement. For breach or violation of this warranty, the City shall have
<br /> the right to annul this Agreement without liability or, in its discretion, to deduct from the
<br /> Agreement price or consideration or otherwise recover, the full amount of such fee, commission,
<br /> percentage, brokerage fee, gift, or contingent fee.
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