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Any and all employees of the Consultant, while engaged in the performance of this Agreement, shall be
<br /> considered employees of the Consultant 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 Consultant, while so engaged
<br /> in any and all claims made by a third party as a consequence of any negligent act or omission on the part
<br /> of the Consultant's employees, while so engaged in performance of this Agreement, shall be the sole
<br /> obligation and responsibility of the Consultant.
<br /> The Consultant shall comply with all applicable provisions of the Fair Labor Standards Act and other
<br /> legislation affecting its employees and the rules and regulations issued there under insofar as applicable to
<br /> its 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 connection
<br /> therewith.
<br /> The Consultant assumes full responsibility for the payment of all payroll taxes,use, sales,income,or other
<br /> form 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 be
<br /> enacted as to all persons employed by the Consultant and as to all duties,activities and requirements by the
<br /> Consultant in performance of this Agreement,and the Consultant shall assume exclusive liability therefore,
<br /> and meet all requirements there under pursuant to any rules or regulations that are now or may be
<br /> promulgated in connection therewith.
<br /> The Consultant warrants that it had not employed or retained any company or person, other than a bona
<br /> fide employee working solely for the Consultant,to solicit or secure this Agreement and that it has not paid
<br /> or agreed to pay any company or person,other than a bona fide employee working solely for the Consultant,
<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,percentage,
<br /> 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 Consultant shall make available to the City for the City's examination all of the Consultant's
<br /> books,records,and documents with respect to all matters covered by this Agreement;and,furthermore,the
<br /> Consultant will permit the City to audit, examine, and make copies, excerpts or transcripts from such
<br /> records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions
<br /> of employment and other data relating to all matters covered by this Agreement.
<br /> Compliance with Federal,State and Local Laws. The Consultant shall comply with and obey all federal,
<br /> state 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 Consultant 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 prevent
<br /> 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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