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Contractor represents and warrants that: (i) all services performed by the Contractor will <br />be of a professional quality and performed in a workmanlike manner with qualified <br />personnel; (ii) none of the products or services provided by the Contractor will infringe <br />on any third-party's patent, copyright, trademark, trade secret, or other right to tangible <br />or intangible property; (iii)the photo red light equipment and all other products and <br />software furnished by Contractor pursuant to this Agreement are Year 2000 compliant; <br />(iv) all information systems and devices which will be used or relied upon by contractor <br />in performing its obligations under this Contract are Year 2000 compliant and will <br />function correctly and without interruption for all date values prior to, during and after <br />the Year 2000; and (v) Contractor has taken and will continue to take reasonable <br />precautions to ensure that it will not be prevented from performing all or part of its <br />obligations under this Agreement by virtue of Year 2000-related interruptions in the <br />supply of products or services needed by contractor to perform such obligations. <br />Contractor will not be responsible for any Year 2000 inaccuracies, delays, interruptions <br />or errors caused by software, systems or data provided by the City or City's other <br />contractors. <br /> <br />18.0 COMPLIANCE WITH APPLICABLE LAW <br /> <br />18.1 Contractor shall use the standard of care in its profession to comply with all <br />applicable federal, state, and local laws, codes, ordinances, and regulations. <br /> <br />18.2 Contractor agrees to pay all required taxes on amounts paid to Contractor under <br />this Agreement, and to indemnify and hold City harmless from any and all taxes, <br />assessments, penalties, and interest asserted against City by reason of the independent <br />contractor relationship created by this Agreement. In the event that City is audited by any <br />Federal or State agency regarding the independent contractor status of Contractor and <br />the audit in any way fails to sustain the validity of a wholly independent contractor <br />relationship between City and Contractor, the Contractor agrees to reimburse City for all <br />costs, including accounting and attorneys' fees, arising out of such audit and any appeals <br />relating thereto. <br /> <br />18.3 Contractor shall fully comply with the workers' compensation law regarding <br />Contractor and Contractor's employees. Contractor further agrees to indemnify and <br />hold City harmless from any failure of Contractor to comply with applicable workers' <br />compensation laws. City shall have the right to offset against the amount of any <br />compensation due to Contractor under this Agreement any amount due to City from <br />Contractor as a result of Contractor's failure to promptly pay to City any reimbursement <br />or indemnification arising under this section. <br /> <br />18.4 Contractor represents and warrants to City that it has all licenses, permits, <br />qualifications, insurance, and approvals of whatsoever nature, which are legally <br />required of the Contractor to practice its profession. Contractor represents and <br />warrants to City that Contractor shall, at its sole cost and expense, keep in effect or <br />obtain at all times during the term of this Agreement any licenses, permits, insurance, <br /> <br /> 10 <br /> <br /> <br />