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Page 9 of 27 <br />K.Without waiving any rights to recover payment for reimbursable taxes, fees or other <br />costs per the provisions of Paragraph 14 herein, Consultant must pay in the first instance <br />all fees, fines, taxes, or other costs of doing business related to the services. <br />16.RELATIONSHIP BETWEEN PARTIES. Consultant is retained by the Diversion Authority <br />only for the purposes and to the extent set forth in this Agreement, and its relationship to the <br />Diversion Authority shall, during the period or periods of services under this Agreement, be <br />that of an independent contractor. Consultant shall be free to use such portion of <br />Consultant’s entire time, energy and skill during the course of this Agreement to meet its <br />contractual obligation to the Diversion Authority. Neither Consultant, nor its personnel, <br />shall be considered to be employed by the Diversion Authority or entitled to participate in <br />any plans, arrangements or distributions by the Diversion Authority pertaining to or in <br />connection with any benefits accorded the Diversion Authority’s regular employees. The <br />Diversion Authority shall not be financially responsible to Consultant except for the <br />payment of compensation specifically set forth in this Agreement, and shall not be <br />responsible for the payment of any cost of living allowances, merit increases, medical <br />insurance, employee’s retirement, life or disability coverage, sick leave or holiday pay or <br />vacation pay or any benefit of any kind not specifically set forth in this Agreement. <br />Likewise, the Diversion Authority shall not be responsible for wage or salary withholding to <br />the federal or any state government. <br />17.REPRESENTATIONS AND WARRANTIES. Consultant represents and warrants that the <br />following statements are true: <br />A.Consultant has not directly or indirectly offered or given any gratuities (in the form of <br />entertainment, gifts, or otherwise) to any member of the Diversion Authority with a view <br />toward securing this Agreement or securing favorable treatment with respect to any <br />determinations concerning the performance of this Agreement. <br />B.The Team Members performing the work hereunder have no interest that would <br />constitute a conflict of interest with the Diversion Authority during the term of the <br />Project. This does not preclude or prohibit other Consultant employees or representatives <br />from working with other parties who may participate on the Project and have potential or <br />actual adverse interest to the Diversion Authority. <br />C.This Agreement does not constitute a conflict of interest or default under any of <br />Consultant’s other agreements. <br />D.No suit, action, arbitration, or legal, administrative, or other proceeding or governmental <br />investigation is pending or threatened that may adversely affect Consultant’s ability to <br />perform under this Agreement. <br />E.Consultant is in compliance with all laws, rules, and regulations applicable to its <br />business, including rules of professional conduct (the “Laws and Regulations”). <br />F.During the term of this Agreement, Consultant must not take any action, or omit to <br />perform any act, that may result in a representation becoming untrue. Consultant mustDRAFT