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7. RELATIONSHIP OF PARTIES <br /> It is understood and agreed by and between the parties that Consultant in the performance <br /> of this Agreement, shall not act nor is it at any time authorized to act, as the agent or representative <br /> of the City in any matter. Consultant further agrees that it will not in any manner hold itself out as <br /> the agent or representative of the City or act in such a fashion as would give the impression to a <br /> reasonable person that Consultant is acting in such a capacity. <br /> 8. INDEPENDENT CONTRACTOR <br /> Consultant shall, during the entire term of this Agreement, be construed to be an <br /> independent Contractor and not an employee of the City. This Agreement is not intended nor shall <br /> it be construed to create an employer-employee relationship, a joint venture relationship, or to <br /> allow the City to exercise discretion or control over the professional manner in which Consultant <br /> performs the services which are the subject matter of this Agreement; however, the services to be <br /> provided by Consultant shall be provided in a manner consistent with all applicable standards and <br /> regulations governing such services. Consultant shall pay all salaries and wages,employer's social <br /> security taxes, unemployment insurance and similar taxes relating to employees and shall be <br /> responsible for all applicable withholding taxes. <br /> 9. OWNERSHIP OF MATERIALS <br /> This Agreement creates a non-exclusive and perpetual'license for City to copy, use, <br /> modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br /> embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br /> authorship fixed in any tangible medium of expression, including but not limited to, physical <br /> drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br /> caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br /> shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br /> perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br /> Consultant represents and warrants that Consultant has the legal right to license any and all <br /> Documents & Data. Consultant makes no such representation and warranty in regard to <br /> Documents & Data which were provided to Consultant by the City. City shall not be limited in <br /> any way in its use of the Documents and Data at any time, provided that any such use not within <br /> the purposes intended by this Agreement shall be at City's sole risk. <br /> 10. INSURANCE <br /> Insurance requirements are attached hereto as Exhibit C, attached hereto and incorporated <br /> by reference. <br /> 11. INDEMNIFICATION <br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, <br /> agents, employees, contractors, special counsel, and representatives from liability:(1)for personal <br /> injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for <br /> #2I66415v1 Page 4 of 10 <br />