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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 arid 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 adsen out of, Authority's negligent acts, <br />or omissions to act, in the performance of its obligations and duties hereunder. <br /> 8. ~J~. 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 /> 9. ~. In the performance of services hereunder, City shall <br /> 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 /> Agmt-132 5 <br /> F:lSharedlRedwood/Counc~l <br /> <br /> DES:djk <br /> <br /> <br />