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6. INDEPENDENT CONTRACTOR <br />This Agreement is not intended nor shall it be construed to create an employer-employee <br />relationship, a joint venture relationship, or to allow the City to exercise discretion or control <br />over the professional manner in which Contractor performs the services which are the subject <br />matter of this Agreement. Contractor and all person(s) employed by or contracted with <br />Contractor to furnish labor and/or materials under this Agreement are independent contractors <br />and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage <br />its employees in their performance of Services under this Agreement. Contractor is not <br />authorized to bind City to any contracts or other obligations. <br />7. SUBCONTRACTING <br />None of the Services under this Agreement shall be performed by subcontractors unless <br />Contractor specifically identifies subcontractors in writing and City pre -approves such <br />subcontractors in writing. Contractor shall be as fully responsible to City for the acts and <br />omissions of its subcontractors, and of persons either directly or indirectly employed by them, as <br />Contractor is for the acts and omissions of persons directly employed by it. <br />8. USE OF CITY NAME OR EMBLEM <br />Contractor and its employees, agents and representatives will not, without the prior written <br />consent of City in each instance, use in advertising, publicity or otherwise the name of City or <br />any affiliate of City, or any officer or employee of City, nor any trade name, trademark, trade <br />device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by <br />City or its affiliates, nor represent, directly or indirectly, that any product or service provided by <br />Contractor has been approved or endorsed by City, nor refer to the existence of this Agreement <br />in press releases, advertising or materials distributed to prospective customers. Notwithstanding <br />the foregoing, Contractor may acknowledge, when asked, that the City is a NetFile client. <br />9. AUDITS <br />City, through its authorized representatives, has the right during the term of this Agreement, and <br />for three (3) years from the date of final payment for goods and/or Services provided under this <br />Agreement, to audit the books and records of Contractor regarding matters covered by this <br />Agreement. Contractor agrees to maintain accurate books and records in accordance with <br />generally accepted accounting principles. Any expenses not so recorded shall be disallowed by <br />City. Contractor agrees to help City meet any reporting requirements with respect to Contractor's <br />Services if requested by City in writing. <br />10. QUALIFICATIONS OF CONTRACTOR <br />Contractor represents that its personnel are qualified to furnish Services of the type and quality <br />which City requires. City expressly relies on Contractor's representations regarding its skills and <br />3 <br />