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<br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> B. ENTIRE AGREEMENT <br /> <br /> This Agreement, along with the Scope of Work outlined in Addendum A, constitutes the entire <br /> Agreement and understanding between CITY and ATIMS, and there are no other agreements, <br /> representations, warranties or understandings between CITY and ATIMS with respect to the <br /> work hereunder. <br /> <br /> <br /> 9. INDEPENDENT CONTRACTOR <br /> <br /> For all times under this Agreement, ATIMS's relationship to CITY is that of an independent <br /> contractor. For purposes of this Agreement, personnel retained by ATIMS shall, at all times and <br /> under all circumstances, be considered either an employee or an agent of ATIMS. Under no <br /> circumstances shall ATIMS personnel be considered borrowed employees without prior written <br /> authorization of CITY. <br /> <br /> <br /> <br /> 10. FORCE MAJEURE <br /> <br /> ATIMS shall not be held responsible for delays in performing services as a result of acts beyond <br /> its control and without its fault or negligence, including, but not limited to acts of God or public <br /> enemies, acts of state or local governments or public agencies, utility or telecommunication <br /> delays or failures, accidents not resulting from ATIMS's negligence, fire, flood, storms, <br /> epidemics, strikes, lockouts, industrial disturbances, war, rebellion or civil strife, or failure of <br /> CITY to provide requested data reasonably required to perform ATIMS's assigned task(s) where <br /> such failure was not caused in whole or in part by ATIMS. In the event of a delay attributable to <br /> the foregoing, the time for performance of work hereunder shall be extended for a period of time <br /> equal to the delay. <br /> <br /> <br /> 11. CONTROLLING LAW <br /> <br /> 6.1. Laws of California Control. The terms and conditions of this Agreement and all its <br /> Exhibits and rights and duties hereunder shall be governed by and construed in accordance <br /> with the laws of the State of California. <br /> <br /> 6.2. Rules of Interpretation. No provision of this Agreement shall be interpreted for or against <br /> a party because that party or its legal representative drafted such provision, and this Agreement <br /> shall be construed as if jointly prepared by the parties. <br /> <br /> <br /> <br /> <br /> <br /> <br /> 25B-9 <br />