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r aforesaid, and hereby contracts to pay the same at the time, in the manner, and upon the conditions in said Specifications and Special Provisions and above set forth. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this Agreement and the bid of the Contractor, then this Agreement shall control and nothing herein shall be considered as acceptance of the said terms of said bid conflicting herewith. TIME OF PERFORMANCE. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. CONTRACTOR shall commence performance, and shall complete all required services no later than the dates set forth in this Agreement. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR is an independent contractor and is solely responsible for all acts of its employees, agents, or subcontractors, including any negligent acts or omissions. CONTRACTOR is not CITY's employee and CONTRACTOR shall have no authority, express or 4� implied, to act on behalf of the City as an agent, or to bind the CITY to any obligation whatsoever. CONFLICTS OF INTEREST. CONTRACTOR (including its employees, agents, ` and subcontractors) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. In the event that ` CONTRACTOR'maintains or acquires such a conflicting interest, any contract (including this Agreement) involving CONTRACTOR's conflicting interest may be terminated by the CITY. In i ATTORNEY'S Z=EES. In the event any legal actio s commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred. �I INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless the CITY (including its elected officials, officers, agents, and. employees) from and against any and all claims (whether or riot the claim proceeds to litigation or judgment), demands, damages, liabilities, costs, and expenses (including court costs and attorney's fees), in law or in equity, resulting from or arising .out of CONTRACTOR's performance of work under this Agreement, except only for those claims or litigation arising from the established sole willful misconduct or active negligence of the City. BUSINESS LICENSE. Prior to the commencement of any work under this Agreement, CONTRACTOR shall obtain a City of Tracy Business License. ASSIGNMENT AND DELEGATION. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the CONTRACTOR's duties be delegated, without the written consent-of the CITY. - Any attempt to assign or r delegate this Agreement without the written consent of the CITY shall be void DIVISION IV- 18