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this Agreement shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular right so waived and shall not be deemed a waiver of the same right at a later time or of any other right under this Agreement. ARTICLE XVII INVALIDITY OF PROVISIONS, SEVERABILITY Wherever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, provided that the material purposes of this Agreement can be determined and effectuated. ARTICLE XVIII INDEPENDENT CONTRACTOR The CITY shall perform its work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the UTILITY. The CITY shall have control of the work performed hereunder in accordance with the terms of this Agreement and of all persons performing the same, and the CITY shall be responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the UTILITY and the CITY. No person performing any of the work or services described hereunder shall be considered an officer, agent, servant or employee of the UTILITY, nor shall any such person be entitled to any benefits available or granted to employees of the UTILITY. ARTICLE XIX INDEMNIFICATION The CITY shall indemnify and hold harmless the UTILITY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the UTILITY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the CITY or its employees, agents, servants, partners, principals, subconsultants or subcontractors. The CITY shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the UTILITY, where applicable, DKV:AAR:nk:kb:1Q/29/98:&=ylsles-Mamtenance 10