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128619861v2 <br /> <br /> <br />well as taxes based upon MuniReg’s net income, are excluded. If MuniReg is required to pay <br />any such taxes, the taxes shall be billed to the Client and the Client agrees to pay to MuniReg <br />(within thirty (30) days) the full amount of such taxes and any interest or penalties incurred <br />due to late payment or nonpayment of such taxes by Client. <br />4. Independent Contractor Status. <br />MuniReg shall at all times be a consultant and independent contractor when acting and <br />providing Services under this Agreement. No provision of this Agreement shall be interpreted to <br />conflict with the intent of the parties that each party’s legal status with respect to this Agreement <br />and the Services being provided hereunder shall at all times be that of an independent contractor, <br />and not as employer, employee, partner, or joint venturer of the other party. MuniReg shall have <br />no right to enter into any contracts or commitments in the name of, or on behalf of, Client, or to <br />bind Client in any respect. In connection with any payments made to MuniReg hereunder, Client <br />will not: (i) withhold or pay any FICA or other federal, state or local income taxes or other taxes; <br />or (ii) comply with or contribute to state worker’ s compensation, unemployment or other funds <br />or programs. MuniReg will not have the right to participate in any employee benefit or insurance <br />plan or any other plan or other fringe benefit which is maintained, established or provided by Client <br />for its employees. <br />5. Representations and Warranties. <br />(a) MuniReg Warranties. MuniReg represents and warrants that: (i) the Services <br />shall be provided by staff possessing the required skills and experience and that the Services <br />shall be performed in a professional and workmanlike manner; (ii) in providing the Services <br />and otherwise performing under this Agreement, MuniReg shall observe and comply with <br />the Codes, the Ordinance, all other applicable laws, regulations, codes, and ordinances; and <br />(iii) in providing the Services and otherwise performing under this Agreement, MuniReg <br />shall not discriminate against any firm, employee or applicant for employment or any other <br />firm or individual in providing services because of sex, age, race, color, religion, ancestry <br />or national origin. THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES <br />MUNIREG HAS GIVEN TO CLIENT WITH RESPECT TO THE SERVICES. SUCH <br />WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR <br />IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A <br />PARTICULAR USE OR PURPOSE, OR NONINFRINGEMENT. EXCEPT AS <br />OTHERWISE PROVIDED HEREIN, ALL SERVICES ARE BEING PROVIDED TO <br />CLIENT ON AN “AS IS” BASIS. <br />(b) Client Warranties. Client represents and warrants that: (i) it has the power and <br />authority to pass the Resolution authorizing MuniReg to perform the Services and to enter <br />into this Agreement; (ii) the execution of this Agreement by the person representing Client <br />is sufficient to render the Agreement binding; and (iii) neither Client’s performance <br />hereunder nor the exercise by MuniReg of any rights granted to it hereunder will violate