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<br />17. COMPANY WILL NOT SELL OR DISCLOSE DATA. <br />The Company will treat as Confidential Information all data provided by the City in connection <br />with this Agreement. City data processed by the Company shall remain the exclusive property of <br />the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data <br />supplied by the City in any manner except that contemplated by this Agreement. <br /> <br />18. COMPLIANCE WITH LAWS AND CODES. <br />The Company shall ensure that all equipment and Services are in compliance with all local, state <br />and federal laws and regulations. In performing the Services, the Company shall comply with all <br />local, state and federal laws and regulations. <br /> <br />19. WORK ON CITY'S PREMISES. <br />The Company will ensure that its employees and agents shall, whenever on the City's premises, <br />obey all instructions and directions issued by the City's Project Manager with respect to work on <br />the City's premises. The Company agrees that its personnel and the personnel of its <br />subcontractors will comply with all rules, regulations and security procedures of the City when <br />on the City's premises. <br /> <br />20. RELATIONSHIP OF THE PARTIES. <br />The relationship of the parties established by this Agreement is solely that of independent <br />contractors, and nothing contained in this Agreement shall be construed to: (i) give any party the <br />power to direct or control the day-to-day activities of the other; or (ii) constitute such parties as <br />partners, joint ventures, co-owners or otherwise as participants in a joint or common <br />undertaking; or (iii) make either party an agent of the other for any purpose whatsoever. Neither <br />party nor its agents or employees is the representative of the other for any purpose, and neither <br />has power or authority to act as agent or employee to represent, to act for, bind, or otherwise <br />create or assume any obligation on behalf of the other. The Company shall be fully and solely <br />responsible for its own acts and omissions and those of its employees, officers, agents and <br />subcontractors. All personnel supplied by Company subcontractors shall be considered <br />employees or agents of the Subcontractors. The Company and the Subcontractors shall be <br />responsible for the payment of all salaries, withholding taxes, worker's compensation, disability <br />benefits, unemployment contributions, and other compensation and related taxes for such <br />persons. <br /> <br />The persons used by Company to provide services under this Agreement will not be considered <br />employees of City for any purposes. The payment made to Company pursuant to this <br />Agreement will be the full and complete compensation to which Company is entitled. City will <br />not make any federal or state tax withholdings on behalf of Company or its agents, employees, or <br />subcontractors. City will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Company or its employees or subcontractors. <br /> <br />Company agrees to indemnify City within thirty (30) days for any tax, retirement contribution, <br />social security, overtime payment, unemployment payments or workers' compensation payment <br />which City may be required to make on behalf of Company or any agent, employee, or <br />subcontractor of Company for work done under this Agreement. At the City's election, City may <br />deduct the indemnification amount from any balance owing to Company. <br />