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5. LIABILITY Consultant shall be responsible for performing the work pursuant to this Agreement in a professional manner and shall be responsible for the acts and omissions of its employees as related to this Agreement, Liability of Consultant to City with regard to all work and services performed or provided by Consultant for City under this Agreement shall be limited to the total fee actually paid by City to Consultant. Under no circumstances shall Consultant have any liability to City in excess of the amount of such fees or compensation, City acknowledges and agrees that but for the above limitation of liability, Consultant would not be able to provide the services for City under this Agreement for the prices applicable to this Agreement, acid that this limitation of liability is reasonable, G. WORK COMPLETION IN A TIMELY MANNER City agrees to provide information needed to complete the claims two weeks prior to the established due date or two weeks after the data has been requested by the Consultant, whichever is first. If information has been received in a timely manner, Consultant agrees to complete and file the claim(s) on or before the date established for submitting such claims to the State of California. If data is not provided in a timely manner and Consultant is unable to complete the claims, the claims shall be submitted late, when allowed by the State. City understands that late claims are subject to a 10% or One Thousand Dollar ($1,000) per claim penalty (whichever amount is less) up to one year after the original due date, City understands that the State does not allow claims to be submitted more than one year after the original due date. Consultant shall not be responsible for late penalties or for the loss of claiming opportunities. Consultant shall not be liable for any claims not filed due to incomplete, insufficient, or late information. Consultant shall be responsible for late penalties or failure to file claims if caused by mistake or negligence of its employees, officers and agents. 7. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional mamier in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. R. ASSISTANCE IF AUDITED In the event an audit is conducted by the State Controller's Office and upon notification by City, Consultant shall assist City in defending its' claim(s).