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<br />upon Counsel's verified progress in completing the services. Unless Counsel has not <br />properly performed the services, invoices will be paid within thirty days of receipt. The <br />City shall have the right to refuse to pay all or a portion of an invoice that is inconsistent <br />with this Agreement. The City may delay payment until it can verify the accuracy of the <br />invoice or resolve a dispute with Counsel regarding an invoice. Checks shall be made <br />payable to Counsel. <br />6. Records and Audits. Counsel shall at all times maintain a system of accounting <br />records in accordance with its normal procedures, together with supporting <br />documentation for all work, purchases, services and billings under this Agreement, as <br />required by Exhibit A. Counsel shall make available for audit and reproduction by the <br />City all records, in whatever form, related to the legal services provided under this <br />Agreement. Counsel shall provide such availability during the term of this Agreement <br />and for two years after final payment. Counsel shall refund to the City any charges <br />determined by the City's audit to be inconsistent with this Agreement. <br />7. Independent Contractor. In the performance of legal services under this Agreement, <br />Counsel shall be, for all purposes, an independent contractor and not an employee or <br />agent of the City. <br />8. NO UNEMPLOYMENT INSURANCE OR WORKERS' COMPENSATION <br />BENEFITS. COUNSEL IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE <br />OR WORKERS' COMPENSATION BENEFITS, OR ANY OTHER BENEFITS <br />EXTENDED TO EMPLOYEES UNDER OHIO LAW, AS A RESULT OF <br />PERFORMANCE OF THE SERVICES FOR THE CITY, UNLESS EXPRESSLY <br />PROVIDED FOR IN THIS AGREEMENT. COUNSEL IS REQUIRED TO PROVIDE <br />WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE BENEFITS, AND <br />ALL OTHER APPLICABLE BENEFITS, FOR ITS EMPLOYEES AND/OR <br />1NDEPENDENT CONTRACTORS OR SUBCONTRACTORS. <br />9. PAYMENT OF TAXES. COUNSEL IS SOLELY LIABLE FOR ANY <br />FEDERAL, STATE AND LOCAL INCOME AND WITHHOLDING TAXES, <br />UNEMPLOYMENT TAXES, FICA TAXES AND WORKERS' COMPENSATION <br />PAYMENTS AND PREMI[.TMS APPLICABLE TO THIS AGREEMENT FOR ANY <br />SERVICES PROVIDED. COUNSEL SHALL INDEMNIFY THE CITY FOR ANY <br />AND ALL LIABILITY RESULTING FROM NONPAYMENT OF SUCH TAXES <br />AND OTHER PAYMENTS REQUIRED BY LAW. <br />10. Insurance. Counsel shall maintain in full force and effect during the full term of <br />this Agreement professional liability, worker's compensation and employer's liability <br />insurance sufficient to cover CounsePs potential liability under this Agreement. <br />11. Compliance with Laws. In performing this Agreement, Counsel shall comply with <br />all applicable laws, rules, and regulations, including, but not limited to, the Worker's <br />Compensation laws, and all federal, state and local tax laws. Counsel shall provide to the <br />City any certification the City reasonably requests in order to demonstrate Counsel's <br />2