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and local laws, ordinances, and regulations. <br />B. All medical services will meet California Administrative Code (CAC), Title 15 - <br />Minimurn Standards for Local Detention Facilities, National Detention Standards of Immigration <br />and Code Enforcement Bureau as well as all other applicable laws, regulations, codes and <br />guidelines relating to health care services and programs in adult detention facilities in the State of <br />Califonua, <br />23. MISCELLANEOUS PROVISIONS <br />A Contractor is, and shall at all times be deemed to be, an independent contractor, wholly <br />responsible for the manner in which it performs the services hereunder. Contractor is entirely <br />responsible for compensating staff and consultants employed by Contractor. This Agreement shall <br />not be construed as creating the relationship of employer and employee, or principal and agent, <br />between City and Contractor or any of Contractor's agents, employees or subcontractors, <br />Contractor assumes exclusive responsibility for acts of its employees, agents or subcontractors as <br />they relate to the services provided during the course and scope of their employment. Contractor's <br />employees, agents or subcontractors shall not be entitled to any rights or privileges of City <br />employees, nor be considered in anymanner to be City employees. <br />B, Neither party intends that this Agreement shall create rights hereunder in third parties, <br />including but not limited to any subcontractors or any clients provided services hereunder. <br />C. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />D. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br />ATTEST: <br />Clerk of the Council <br />13 <br />CTTV OF gANTA ANA <br />