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Compensation), and that the Trainer agrees to indemnify, defend and hold the City harmless from any
<br /> claims,valid or otherwise,made to the City,because of these obligations.
<br /> Any and all employees of the Trainers, while engaged in the performance of this Agreement, shall be
<br /> considered employees of the Trainer only and not of the City, and any and all claims that may or might
<br /> arise under the Worker's Compensation Act on behalf of said employees or Trainer, while so engaged in
<br /> any and all claims made by a third party as a consequence of any negligent act or omission on the part of
<br /> the Trainer's employees, while so engaged in performance of this Agreement, shall be the sole obligation
<br /> and responsibility of the Trainer.
<br /> Trainer shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation
<br /> affecting its employees and the rules and regulations issued there under insofar as applicable to its
<br /> employees and shall at all times save the City free, clear and harmless from all actions, claims, demands
<br /> and expenses arising out of said act, and rules and regulations that are or may be promulgated in
<br /> connection therewith.
<br /> Trainer assumes full responsibility for the payment of all payroll taxes, use, sales, income, or other form
<br /> of taxes (such as state and, city business and occupation taxes), fees, licenses, excises or payments
<br /> required by any city, federal or state legislation which are now or may during the term of the Agreement
<br /> be enacted as to all persons employed by the Trainer and as to all duties, activities and requirements by
<br /> the Trainer in performance of this Agreement and Trainer shall assume exclusive liability therefore, and
<br /> meet all requirements there under pursuant to any rules or regulations that are now or may be
<br /> promulgated in connection therewith.
<br /> The Trainer warrants that it had not employed or retained any company or person, other than a bona fide
<br /> employee working solely for the Trainer, to solicit or secure this Agreement and that it has not paid or
<br /> agreed to pay any company or person, other than a bona fide employee working solely for the Trainer,
<br /> any fee, 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, the City
<br /> shall have 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.
<br /> Audits and Inspections. At any time during normal business hours and as often as the City may deem
<br /> necessary, the Trainer shall make available to the City for the City's examination all of the Trainer's
<br /> books, records and documents with respect to all matters covered by this Agreement and, furthermore,the
<br /> Trainer will permit the City to audit, examine and make copies, excerpts or transcripts from such records,
<br /> and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of
<br /> employment and other data relating to all matters covered by this Agreement.
<br /> Compliance with Federal, State and Local Laws. Trainer shall comply with and obey all federal, state
<br /> and local laws, regulations, and ordinances applicable to the operation of its business and to its
<br /> performance of work hereunder.
<br /> Waiver. Any waiver by the Trainer or the City or the breach of any provision of this Agreement by the
<br /> other party will not operate, or be construed, as a waiver of any subsequent breach by either party or
<br /> prevent either party from thereafter enforcing any such provisions.
<br /> Complete Agreement. This Agreement contains the complete and integrated understanding and
<br /> Agreement between the parties and supersedes any understanding, Agreement or negotiation whether oral
<br /> or written not set forth herein.
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