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matter arising out of or in relation to this Agreement shall be instituted in the Superior <br />Court of the County of Orange, State of California, or any other appropriate court in such <br />County. <br />9. Independent Contractor. Each Party shall, during the entire term of this <br />Agreement, be construed to be an independent contractor and not an employee of the <br />other Party. This Agreement is not intended nor shall it be construed to create an <br />employer -employee relationship, a joint venture relationship, or to allow OCFA to exercise <br />discretion or control over the professional manner in which the City performs the services <br />which are the subject matter of this Agreement; however, the services to be provided by <br />City shall be provided in a manner consistentwith all applicable standards and regulations <br />governing such services. Each Party shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to their respective <br />employees and shall be responsible for all applicable withholding taxes for their own <br />employees. <br />10. Conflict of Interest Clause. Each Party covenants that it presently has no <br />interests and shall not have interests, direct or indirect, which would conflict in any manner <br />with performance of services specified under this Agreement. <br />11. Entire Agreement. This Agreement constitutes the entire agreement between the <br />Parties and may not be modified except in writing signed by both Parties hereto. <br />12. Corporate Authority. The persons executing this Agreement on behalf of the <br />Parties hereto warrant that they are duly authorized to execute this Agreement on behalf <br />of said Parties and that by so executing this Agreement the Parties hereto are formally <br />bound to the provisions of this Agreement. <br />[Signatures on Following Page] <br />Page 6 of 7 <br />