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<br />, <br /> <br />", <br /> <br />"'" <br /> <br />...., <br /> <br />9. Indemnification <br /> <br />A. FABRICARE shall indemnify, defend and save CITY harmless from and <br />against any and all claims for damages, including bodily injury and property <br />damage, arising out of FABRICARE's performance of this AGREEMENT which <br />constitutes negligence or willful misconduct. <br /> <br />B. Neither party hereto may assert against the other party any claim in connection <br />with this AGREEMENT unless the asserting party has given the other party <br />written notice of the claim within six (6) months after the asserting party first <br />knew or should have known of the facts giving rise to such claim. <br /> <br />10. Personnel <br /> <br />Employees of FABRICARE will be subject to the CITY's Rules, Regulations and <br />Guidelines at all times while on CITY premises. In its sole discretion, CITY shall, in its <br />sole discretion, have the right to determine the acceptability of any FABRICARE <br />employee assigned to work inside the FACILITY. <br /> <br />11. Employment Status <br /> <br />FABRICARE shall, during the entire term of the AGREEMENT, be construed to be an <br />independent Contractor and not an employee of the CITY and all CONSULTANT's <br />personnel shall be employees of CONSULTANT and not employees of the CITY. <br />CONSULTANT agrees that CONSULTANT is an independent contractor and not an <br />employee of the CITY. CONSULTANT shall pay all salaries and wages, employer's <br />social security taxes, unemployment insurance and similar taxes relating to employees <br />and shall be responsible for all applicable withholding taxes. <br /> <br />This AGREEMENT is not intended nor shall it be construed to create an employer- <br />employee relationship, a join venture relationship, or to allow the CITY to exercise <br />discretion or control over the professional manner in which FABRICARE performs the <br />services which are the subject matter of the AGREEMENT; provided always, however, <br />that the services to be provided by FABRICARE shall be provided in a manner <br />consistent with all applicable standards and regulations gOllerning such services. <br /> <br />12. Warranty of FABRICARE <br /> <br />FABRICARE warrants that FABRICARE and each of the personnel employed or <br />otherwise retained by FABRICARE are properly certified and licensed under the laws <br />and regulations of the State of California, if required, to provide the special services <br />herein agreed to. <br /> <br />13. Notification <br /> <br />All notices or other communication hereunder shall be deemed to be duly given when <br />made in writing and delivered in person or deposited in the United States Mail, postage <br /> <br />Page 3 of 6 <br />