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degree by the performance of Consultant's Services. Consultant further covenants and <br />represents that in the performance of its duties hereunder, no person having any such <br />interest shall perform any Services under this Agreement. <br />7.2 Consultant agrees it is a designated employee within the meaning of the Political Reform <br />Act because Consultant serves in a staff capacity with City and, in that capacity, <br />participates in making a governmental decision or otherwise performs the same or <br />substantially the same duties for City that would otherwise be performed by an individual <br />holding a position specified in City's Conflict of Interest Code under Government Code <br />section 87302. <br />7.3 Consultant shall be responsible for disclosure of its financial interests as required by law, <br />and Consultant shall complete and file a Fair Political Practices Commission Form 700, <br />Statement of Economic Interests, as required by law, with the City Clerk's office <br />pursuant to the written instructions provided by the City Clerk. <br />ARTICLE 8 -- GENERAL CONSIDERATIONS <br />8.1 In the event any action is commenced to enforce or interpret any of the terms or <br />conditions of this Agreement the prevailing Party shall, in addition to any costs and other <br />relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the <br />use of in-house counsel by a Party. <br />8.2 Consultant shall not assign any of the Services, except with the prior written approval of <br />City and in strict compliance with the terms, and conditions of this Agreement. <br />8.3 Documents, records, drawings, designs, cost estimates, electronic data files, databases <br />and any other documents developed by Consultant in connection with its performance of <br />the Services, and any copyright interest in such documents, shall become the property of <br />City and shall be delivered to City upon completion of the Services, or upon the request <br />of City. Any reuse of such documents, and any use of incomplete documents, shall be at <br />City's sole risk. <br />8.4 Consultant is for all purposes under this Agreement an independent contractor and shall <br />perform the Services as an independent contractor. Neither City nor of its agents shall <br />have control over the conduct of Consultant or Consultant's employees, except as herein <br />set forth. Consultant shall supply all necessary tools and instrumentalities required to <br />perform the Services. Assigned personnel employed by Consultant are for its account <br />only, and in no event shall Consultant or personnel retained by it be deemed to have been <br />employed by City or engaged by City for the account of, or on behalf of City. Consultant <br />shall have no authority, express or implied, to act on behalf of City in any capacity <br />whatsoever as an agent, nor shall Consultant have any authority, express or implied, to <br />bind City to any obligation. <br />8.5 This Agreement may be terminated by City, in its sole discretion, by providing ten (10) <br />days prior written notice to Consultant (delivered by certified mail, return receipt <br />4 <br />I:1caldjm\Agreements\The Altum Group Agreement 2018.doex <br />