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d. Contract Maximum. Total reimbursable expenses under this Agreement,
<br /> all fees and expenses included, shall not exceed$165,000.
<br /> 4. Independent Contractor. The Contractor agrees that Contractor will perform
<br /> the services under this Agreement as an independent contractor and not as an agent, employee, or
<br /> servant of the City. This Agreement neither constitutes nor creates an employer-employee
<br /> relationship. The parties agree that the Contractor is not entitled to any benefits or rights enjoyed
<br /> by employees of the City. The Contractor specifically has the right to direct and control
<br /> Contractor's own activities in providing the agreed services in accordance with the specifications
<br /> set out in this Agreement. The City shall only have the right to ensure performance. Nothing in
<br /> this Agreement shall be construed to render the parties partners or joint ventures.
<br /> The Contractor shall furnish,employ and have exclusive control of all persons to be
<br /> engaged in performing the Contractor's obligations under this Agreement(the"Contractor
<br /> personnel"), and shall prescribe and control the means and methods of performing such
<br /> obligations by providing adequate and proper supervision. Such Contractor personnel shall for
<br /> all purposes be solely the employees or agents of the Contractor and shall not be deemed to be
<br /> employees or agents of the City for any purposes whatsoever. With respect to Contractor
<br /> personnel,the Contractor shall be solely responsible for compliance with all rules, laws and
<br /> regulations relating to employment of labor,hours of labor,working conditions,payment of
<br /> wages and payment of taxes,including applicable contributions from Contractor personnel when
<br /> required by law.
<br /> Because it is an independent contractor,the Contractor shall be responsible for all
<br /> obligations relating to federal income tax,self-employment or FICA taxes and contributions, and
<br /> all other so-called employer taxes and contributions including,but not limited to,industrial
<br /> insurance(workers' compensation). The Contractor agrees to indemnify,defend and hold the
<br /> City harmless from any and all claims,valid or otherwise,made to the City because of these
<br /> obligations.
<br /> The Contractor assumes full responsibility for the payment of all payroll taxes, use, sales,
<br /> income, or other form of taxes,fees,licenses, excises or payments required by any city, City,
<br /> federal or state legislation which are now or may during the term of the Agreement be enacted as
<br /> to all persons employed by the Contractor and as to all duties, activities and requirements by the
<br /> Contractor in performance of the work under this Agreement. The Contractor shall assume
<br /> exclusive liability therefor,and shall meet all requirements thereunder pursuant to any rules or
<br /> regulations that are now or may be promulgated in connection therewith.
<br /> 5. Ownership. Any and all data,reports,analyses, documents,photographs,
<br /> pamphlets,plans, specifications, surveys,films or any other materials created,prepared,
<br /> produced, constructed, assembled,made,performed or otherwise produced by the Contractor or
<br /> the Contractor's subcontractors or consultants for delivery to the City under this Agreement shall
<br /> be the sole and absolute property of the City. Such property shall constitute"work made for
<br /> hire"as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101,and the ownership of the
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