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account no later than three days prior to close of Escrow. City and Agency shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to City more than one-hundred twenty (120) days after the date services were rendered, or more that ninety (90) days after this Agreement terminates, whichever is earlier. 3. RELATIONSHIP OF PARTIES It is expressly understood that this is an agreement between three (3) independent contractors and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent of City, Agency, and Contractor is to create an independent contractor relationship. 4. HOLD HARMLESS The Contractor shall indemnify and save harmless the Agency, its Board, the City, its Council, and their respective officers, boards, commissions, agents and employees (collectively, "Indemnities") from all claims, suits or actions of every name, kind and description, brought for, or on account of, injuries to or death of any person, including Contractor, or damage to property of any kind whatsoever and to whomsoever belonging, including but not limited to, the concurrent passive negligence of the Agency, its Board, the City, its Council, and their respective officers, boards, commissions, agents, and employees, resulting from the performance of any work required by this Agreement of Contractor, its officers, agents, employees and/or servants, provided that this shall not apply to injuries or damage for which Indemnities, or any one of them have been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of the Contractor to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 5. INSURANCE Contractor shall acquire and maintain Workers Compensation, employer's liability, comprehensive general liability, owned and non-owned and hired automobile liability insurance coverage (if applicable as indicated below) relating to Contractor's activities funded hereunder covering Agency's and City's risks in form subject to the approval of the City Attorney. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event, shall be as follows: 1/18/99 3 __ . , _ ...___. _. .._.,T __ _