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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 />8.13. This Agreement creates a non - exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works <br />of authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared <br />or caused to be prepared by Grantee under this Agreement ( "Documents & Data "). Grantee <br />shall require all subcontractors to agree in writing that City is granted a non - exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Grantee represents and warrants that Grantee has the legal right to license any and all <br />Documents & Data. Grantee makes no such representation and warranty in regard to <br />Documents & Data which were provided to Grantee by the City. City shall not be limited in any <br />way in its use of the Documents and Data at any time, provided that any such use not within the <br />purposes intended by this Agreement shall be at City's sole risk. <br />8.14. Grantee shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer- employee relationship, a joint venture relationship, <br />or to allow the City to exercise discretion or control over the professional manner in which <br />Grantee performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Grantee shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Grantee shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />8.15. Neither party shall assign any rights or obligations under this Agreement. <br />8.16. 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 />8.17. 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 />8.18. 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 />8,19. 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 />65C -26 <br />