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effect signed by the City Manager on behalf of City and by the Chair of <br />Authority's Commission on behalf of Authority. <br /> <br /> 8, DEFENSE/INDEMNIFICATION. City shall defend, hold harmless, and <br />indemnify Authority, its Commission, officers, employees and agents from and <br />against any and all claims, suits, actions, or other legal or equitable proceedings, <br />for any and all liability, losses or damage arising out of, or alleged to have arisen <br />out of, City's negligent acts, or omissions to act, in the performance of its <br />obligations and duties hereunder. <br /> <br /> Authority shall defend, hold harmless and indemnify City, its Council, <br />officers, employees and agents, from and against any and all claims, suits, <br />actions, or other legal or equitable proceedings, for any and all liability, losses or <br />damage arising out of, or alleged to have arisen out of, Authority's negligent acts, <br />or omissions to act, in the performance of its obligations and duties hereunder. <br /> <br /> 9, TERMINATION. Either party may terminate this Agreement without <br />cause by giving written notice thereof not less than thirty (30) days prior to the <br />effective date of termination, which date shall be included in said notice. In the <br />event of such termination, Authority shall compensate City for services rendered <br />to the date of termination. Nothing herein contained shall be deemed a limitation <br />upon the rights of the parties to terminate this Agreement for cause, or otherwise <br />to exercise such legal or equitable rights or pursue such remedies as may accrue <br />to them. <br /> <br /> 10. CITY'S STATUS. In the performance of services hereunder, City <br /> shall be, and is, an independent contractor, and shall not be deemed to be an <br /> employee, agent or officer of Authority. Notwithstanding reference to salary and <br /> fringe benefits of a position in City's classified service for purposes of <br /> determining compensation payable under paragraph 2, in no event shall any <br /> employee or employees of City who provide services on behalf of City hereunder <br /> be deemed an employee or employees of Authority. <br /> <br /> 11. AMENDMENTS, SUPPLEMENTS. This agreement may be <br /> amended or supplemented by agreement approved and executed in the same <br /> manner as the original agreement for and on behalf of the respective parties; <br /> <br /> sh\sh\sbsalndscpeAgmt 120502r 4 <br /> 12/05/02 <br /> DES:hs <br /> <br /> <br />