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<br />against any and all claims, suits, actions. or other legal or equitable proceedings. <br /> <br />for any and all liability, losses or damage arising out of, or alleged to have arisen <br /> <br />out of, City's negligent acts, or omissions to act, in the performance of its <br /> <br />obligations and duties hereunder. <br /> <br />Authority shall defend, hold harmless and indemnify City, its Council, <br /> <br />officers, employees and agents, from and against any and all claims, suits, <br /> <br />actions, or other legal or equitable proceedings, for any and all liability, losses or <br /> <br />damage arising out of, or alleged to have arisen out of, Authority's negligent <br /> <br />acts, or omissions to act, in the performance of its obligations and duties <br /> <br />hereunder. <br /> <br />8. <br /> <br />TERMINATION. Either party may terminate this Agreement without <br /> <br />cause by giving written notice thereof not less than thirty (30) days prior to the <br /> <br />effective date of termination, which date shall be included in said notice. In the <br /> <br />event of such termination, Authority shall compensate City for services rendered <br /> <br />to the date of termination. Nothing herein contained shall be deemed a limitation <br /> <br />upon the rights of the parties to terminate this Agreement for cause, or otherwise <br /> <br />to exercise such legal or equitable rights or pursue such remedies as may <br /> <br />accrue to them. <br /> <br />9. CITY'S STATUS. In the performance of services hereunder, City shall <br /> <br />be, and is, an independent contractor, and shall not be deemed to be an <br /> <br />employee, agent or officer of Authority. Notwithstanding reference to salary and <br /> <br />fringe benefits of a position in City's classified service for purposes of <br /> <br />determining compensation payable under paragraph 2, in no event shall any <br /> <br />Agmt-222 <br />F :/s h a red/Redwood/Cou n ci I <br />DES:djk <br />01/?1/QQ <br /> <br />5 <br /> <br />"". ."+""...,.+.,,. '-'-'."'-"""-----"---0"'-"--------"""""-""" , <br />