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designated by City, or their authorized representatives. Grantee shall provide its full cooperation <br />for any such audit, review or inspection, including providing timely access, for examination and <br />copying of records (Including computerized records) pertinent books, documents, papers, <br />computer programs and records and reasonable access to its personnel. <br />7.13. Grantee grants to City a non- exclusive, irrevocable, transferable, royalty free, worldwide <br />license to use, reproduce, display, distribute, and prepare derivative works for the Project <br />conceived, performed or created as a result of this Agreement. <br />7.14. Grantee and any of the Grantee's agents, employees or representatives are, for all <br />purposes under this Agreement, an independent contractor and shall not be deemed to be an <br />employee of the City, and none of them shall be entitled to any benefits to which City employees <br />are entitled including but not limited to, overtime, retirement benefits, work's compensation <br />benefits, injury leave or other leave benefits. <br />7.15. Neither party shall assign any rights or obligations under this Agreement. <br />7.16. Each party covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />7.17. Each party warrants that they have executed this Agreement knowingly, freely and <br />voluntarily and with full knowledge of its legal consequences. All parties involved warrant and <br />represent that, prior to executing this Agreement, each party has had the opportunity to review <br />and consider this matter with legal counsel, and that the terms of this Agreement, and its <br />consequences, are fully understood by each party. <br />7.18. This Agreement represents the entire agreement and understanding between the parties, <br />and supersedes any and all prior agreements and understandings between the parties, whether <br />oral or written. <br />7.19. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or <br />is withdrawn. <br />25A -53 <br />