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<br /> 12. Independent Contractor.
<br /> A. It is further agreed by and between the parties that because this Agreement shall
<br /> not constitute nor create an employer-employee relationship, and since the Service Provider is an
<br /> independent contractor, Service Provider shall be responsible for all obligations relating to
<br /> federal income tax, self-employment FICA taxes and contributions, and all other so called
<br /> employer taxes and contributions, including, but not limited to, industrial insurance(Workmen's
<br /> Compensation),and that the Service Provider agrees to indemnify, defend and hold the City
<br /> harmless from any claims, valid or otherwise, made to the City, because of these obligations.
<br /> B. Any and all employees of the Service Provider, while engaged in the performance
<br /> of any Work, shall be considered employees of only the Service Provider and not employees of
<br /> the City. The Service Provider shall be solely liable for any and all claims that may or might
<br /> arise under the Worker's Compensation Act on behalf of said employees or Service Provider,
<br /> while so engaged and for any and all claims made by a third party as a consequence of any
<br /> negligent act or omission on the part of the Service Provider's employees, while so engaged on
<br /> 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,
<br /> use, sales, income, or other form of taxes (such as state and, city business and occupation taxes),
<br /> fees, licenses, excises or payments required by any city, federal or state legislation which are
<br /> now or may during the term of the Agreement be enacted as to all persons employed by the
<br /> Service Provider and as to all duties, activities and requirements by the Service Provider in
<br /> performance of the Work and Service Provider shall assume exclusive liability therefore, and
<br /> meet all requirements thereunder pursuant to any rules or regulations that are now or may be
<br /> promulgated 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
<br /> person, other than a bona fide employee working solely for the Service Provider, any fee,
<br /> commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or
<br /> resulting from the award or making of this Agreement. For breach or violation of this warranty,
<br /> the City shall have the right to annul this Agreement without liability or, in its discretion,to
<br /> deduct from the Agreement price or consideration or otherwise recover, the full amount of such
<br /> fee, commission,percentage, brokerage fee, gift, or contingent fee.
<br /> 14. Audits and Inspections. At any time during normal business hours and as often as the
<br /> City may deem necessary, the Service Provider shall make available to the City for the City's
<br /> examination all of the Service Provider's records and documents with respect to all matters
<br /> covered by this Agreement and, furthermore, the Service Provider will permit the City to audit,
<br /> e
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