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9. MISCELLANEOUS <br /> 9.1. Voluntarv and Knowin� Action. The Parties, by executing this Agreement, <br /> state that they have carefully read this Agreement and understand fully the <br /> contents thereof; that in executing this Agreement they voluntarily accept all <br /> terms described in this Agreement without duress, coercion, undue influence, <br /> or otherwise, and that they intend to be legally bound thereby. <br /> 9.2. Authorized Signatories. The Parties each represent and warrant to the other <br /> that (1) the persons signing this Agreement are authorized signatories for the <br /> entities represented, and (2) no further approvals, actions or ratifications are <br /> needed for the full enforceability of this Ageement against it; each party <br /> indemnifies and holds the other harmless against any breach of the foregoing <br /> representation and warranty. <br /> 9.3. Pre-approved Expenditure Limit: The CONTRACTOR may expend up to <br /> $5000.00 per occurrence without authorization. <br /> 9.4. Sub-contractors. The CONTRACTOR shall not subcontract any of the <br /> services, which CONTRACTOR is to provide without the express written <br /> approval of CITY. The CONTRACTOR shall furnish all labor required to <br /> perform the services contemplated by this Agreement and will have full control <br /> and direction over the method and manner of performing those services. <br /> 9.5. Independent Contractor. The CONTRACTOR is expressly forbidden to act <br /> for CITY in any other capacity, or to represent itself in any manner as <br /> an agent of CTTY, except under the terms hereof. During the term of this <br /> Agreement the CONTRACTOR, and the CONTRACTOR's employee(s), if <br /> any, shall be considered and act as an independent contractor and shall <br /> not be considered as employee(s) of CITY. No statement contained in this <br /> Agreement shall be construed so as to find CONTRACTOR or <br /> CONTRACTOR's employees to be an employee of CITY, and <br /> CONTRACTOR and CONTRACTOR's employees shall not be entitled to any <br /> of the rights, privileges, or benefits of employees of CITY, including but not <br /> limited to, workers' compensation, health/death benefits, and indemnification <br /> for third-party personal injury/property damage claims. CONTRACTOR <br /> acknowledges that no withholding or deduction for State or Federal income <br /> taxes, FICA, FUTA, or otherwise, will be made from the payments due <br /> CONTRACTOR, and that it is CONTRACTOR's sole obligation to comply <br /> with the applicable provisions of all Federal and State tax laws. <br /> 9.6. Entire Agreement. This Agreement sets forth the entire agreement and <br /> understanding between the CONTRACTOR and CITY regarding the <br /> subject matter hereof and supersedes any prior representations, <br /> statements, proposals, negotiations, discussions, understandings, or <br /> agreements regarding the same subject matter. <br /> 8 <br />