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19.12 Independent Contractor. OPERATOR shall at all times be considered an independent <br /> contractor under this Agreement. Nothing contained in this Agreement shall be construed to be <br /> or create a partnership or joint venture between CITY and its successors and assigns, on the one <br /> part, and OPERATOR and its successors and assigns, on the other part. OPERATOR agrees to <br /> be solely responsible for its own matters including payment of its employees, compliance with <br /> Social Security, withholding and other such personnel regulations. OPERATOR'S employees <br /> shall not be entitled to any salary, fringe benefits, pension, workers' compensation, sick leave, <br /> insurance or any other benefit or right connected with employment with CITY. <br /> 19.13 Headings. The Article, Section and Subsection headings contained in this Agreement <br /> are for convenience and reference only and are not intended to define, limit or describe the <br /> scope or intent of any provision of this Agreement. <br /> 19.14 Survival of Covenants. Any covenant, term or provision of this Agreement which in <br /> order to be effective must survive the termination of this Agreement shall survive any such <br /> termination. <br /> 19.15 Applicable Law. This Agreement shall be construed and interpreted in accordance <br /> with, and shall be governed by, the laws of the State of California. The parties agree that the <br /> Superior Court of the State of California, County of Alameda shall have jurisdiction of any <br /> litigation between the parties relating to this Agreement. <br /> 19.16 No Presumption Regarding Drafter. The language of each and all paragraphs, terms <br /> and/or provisions of this Agreement, shall, in all cases and for any and all purposes, and in any <br /> way and all circumstances whatsoever, be construed as a whole, according to its fair meaning. <br /> CITY and OPERATOR acknowledge and agree that the terms and provisions of this <br /> Agreement have been negotiated and discussed between CITY and OPERATOR, and that this <br /> Agreement reflects their mutual agreement regarding the subject matter of this Agreement. <br /> Because of the nature of such negotiations and discussions, it would be inappropriate to deem <br /> either CITY or OPERATOR to be the drafter of this Agreement, and therefore no presumption <br /> for or against the drafter shall be applicable in interpreting or enforcing this Agreement. <br /> 19.17 Counterparts. This Agreement and any amendment may be executed in counterparts, <br /> and upon all counterparts being so executed each such counterpart shall be considered as an <br /> original of this Agreement or any amendment and all counterparts shall be considered together <br /> as one agreement. <br /> 19.18 Authority. The parties represent for themselves that (a) such party is duly organized <br /> and validly existing, (b) the person or persons executing this Agreement on behalf of such party <br /> is /are duly authorized to execute and deliver this Agreement on behalf of such party, (c) by so <br /> executing this Agreement, such party is formally bound to the terms and provisions of this <br /> Agreement, and (d) the execution of this Agreement does not violate any provision of any other <br /> agreement to which such party is bound. <br /> 50 <br />