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4. Z3S <br />C. Time Limit for Submitting Invoices Contractor shall submit a <br />final invoice for payment no later than September 30,2003. Any <br />invoice submitted after said date shall not be honored unless <br />approved in writing by the Agency Director. Contractor shall explain <br />in writing any and all reasons for the delay in submitting the <br />invoice(s). The Agency Director may, upon a showing of good <br />cause by Contractor, approve the invoice(s). <br />3. RELATIONSHIP OF PARTIES <br />It is expressly understood that this is an agreement between two (2) <br />independent contractors and that no agency, employee, partnership, joint <br />venture or other relationship is established by this Agreement. The intent of <br />Agency and Contractor is to create an independent contractor relationship. <br />4. HOLD HARMLESS <br />The Contractor shall indemnity and save harmless the Agency, its Board, <br />the City, its Council, and their respective officers, boards, commissions, agents <br />and employees (collectively, "Indemnities ") from all claims, suits or actions of <br />every name, kind and description, brought for, or on account of, injuries to or <br />death of any person, including Contractor, or damage to property of any kind <br />whatsoever and to whomsoever belonging, including but not limited to, the <br />concurrent passive negligence of the Agency, its Board, the City, its Council, and <br />_ their respective officers, boards, commissions, agents, and employees, resulting <br />from the performance of any work required by this Agreement of Contractor, its <br />officers, agents, employees and /or servants, provided that this shall not apply to <br />injuries or damage for which Indemnities, or any one of them have been found <br />in a court of competent jurisdiction to be solely liable by reason of its own <br />negligence or willful misconduct. <br />The duty of the Contractor to indemnify and save harmless, as set forth <br />herein, shall include the duty to defend as set forth in Section 2778 of the <br />California Civil Code. <br />5. INSURANCE <br />Contractor shall acquire and maintain Workers Compensation, employer's <br />liability, comprehensive general liability, owned and non -owned and hired <br />automobile liability insurance coverage (if applicable as indicated below) relating <br />to Contractor's activities funded hereunder covering Agency's and City's risks in <br />form subject to the approval of the Agency Counsel. The minimum amounts of <br />coverage corresponding to the aforesaid categories of insurance per insurable <br />event shall be as follows: <br />3/3/2003 3 <br />