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8. ENTIRE AGREEMENT <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 />9. INDEPENDENT CONTRACTOR <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 />10. FORCE MAJEURE <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 />11. CONTROLLING LAW <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 />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 />