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Docusign Envelope ID:4882FD96-A208-44EA-8573-FB7767E265D9
<br /> WARRANTIES,TERMS,AND REPRESENTATIONS
<br /> 5. Compliance with Laws and Policy.Contractor warrants and agrees that Contractor will perform the Services
<br /> and conduct all operations in conformity with all applicable federal, state, and local laws, rules, regulations,
<br /> and ordinances. For any Service performed on premises owned or controlled by City, Contractor warrants
<br /> and agrees that Contractor will perform the Services in compliance with all City's Rules and "Standard
<br /> Terms and Conditions" found at s���niiiai'co tx,(—),orc(-),ov/ taai,diiu-d°1"ei-tics,,tNtdCoiiditioiis, including but not limited
<br /> to, prohibitions related to tobacco use, alcohol, and other drugs.
<br /> 5.1 Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations and permits
<br /> required by federal,state or local laws,regulations or ordinances,required for the performance of the Services.
<br /> 6. Performance. Contractor represents that Contractor has the personnel,experience,and knowledge necessary
<br /> to qualify Contractor for the particular duties to be performed under this Agreement.Contractor warrants that
<br /> all services performed under this Agreement will be performed consistent with generally prevailing
<br /> professional or industry standards.
<br /> 7. Authority. Contractor represents and agrees that this Agreement reflects Contractor's full and correct name,
<br /> and that Contractor is entering into this Agreement in an individual capacity/with authorization on behalf of
<br /> the named entity.
<br /> 8. Conflict of Interest. Contractor represents and agrees that Contractor presently has no interest and will not
<br /> acquire any interest, direct or indirect, that would conflict in any manner or degree with Contractor's
<br /> performance of the Services hereunder. Contractor further warrants that no relationship or affiliation exists
<br /> between Contractor and City that could be construed as a conflict of interest with regard to this Agreement.
<br /> 9. Deliverables and Use of Documents. All applicable drawings, specifications, plans, computations, data,
<br /> photographs, records, models, statements, reports, and other deliverables or materials prepared or produced by
<br /> Contractor in connection with the Services (collectively, "Service Deliverables"), whether or not accepted or
<br /> rejected by City, are the property of City and for its exclusive use and re-use at any time without further
<br /> compensation and without any restrictions. Contractor will not sell, disclose,or obtain any other compensation
<br /> for the Service Deliverables.Contractor will not use Service Deliverables in any manner for any other purpose
<br /> without the express written consent of City.
<br /> 10. Assignment. Contractor's interest in this Agreement(including Contractor's duties and obligations under this
<br /> Agreement,and the fees due to Contractor under this Agreement)may not be subcontracted,assigned,delegated,
<br /> or otherwise transferred to a third party, in whole or in part, without the express written consent of City. The
<br /> benefits and burdens of this Agreement are assignable by City.
<br /> It. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, SAVE AND HOLD
<br /> HARMLESS THE CITY AND ITS OFFICERS, EMPLOYEES AND AGENTS FROM AND
<br /> AGAINST ALL CAUSES OF ACTION, FINES, JUDGMENTS, LOSSES, CLAIMS, DAMAGES,
<br /> LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
<br /> EXPENSES, JOINT OR SEVERAL, WHETHER THEY BE FOR PERSONAL INJURY OR
<br /> PROPERTY DAMAGE OR ANY OTHER TYPE OF CLAIM, WHICH MAY BE ASSERTED
<br /> AGAINST ANY OF THEM ARISING OUT OF OR RELATED TO (I) ANY ACTION BY
<br /> CONTRACTOR OR ITS AGENTS IN THE CARRYING OUT OF THE SERVICES DURING THE
<br /> TERM OF THIS AGREEMENT; (Ill) THE NEGLIGENCE OR WILLFUL OR WANTON
<br /> MISCONDUCT OF CONTRACTOR OR ITS AGENTS; (III) ANY VIOLATION OF ANY
<br /> REQUIREMENT APPLICABLE TO CONTRACTOR OR ITS AGENTS UNDER ANY FEDERAL,
<br /> STATE, OR LOCAL LAW OR REGULATION, (IV) THE FAILURE OF CONTRACTOR TO
<br /> PERFORM SPECIFIED DUTIES UNDER THIS AGREEMENT, OR (V) THE BREACH OF THIS
<br /> AGREEMENT BY CONTRACTOR, EXCEPT IN EACH CASE TO THE EXTENT CAUSED BY
<br /> THE GROSS NEGLIGENCE OR WILLFUL OR WANTON MISCONDUCT OF THE CITY.
<br /> OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF
<br /> COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY
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