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D. Once planted, the City will own and maintain the plants; and
<br />E. Prior to building the wall, City will relocate irrigation pipes indicated on Exhibit A to
<br />another location.
<br />3. Term
<br />This Agreement shall commence on the date first written above for a period of one (1) year ending
<br />January 13, 2021, unless terminated earlier pursuant to Section 9 of this Agreement, subject to an
<br />additional optional one-year extension at the City's election signed by the City Manager and City
<br />Attorney.
<br />4. Indemnity
<br />FPNA agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />contractors, special counsel, and representatives from liability: (1) for personal injury and damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the negligent operation of
<br />FPNA, its subcontractors, agents, employees, or other persons acting on its behalf which relates to
<br />the services described in section 1 of this Agreement; and (2) for any claim that personal injury
<br />damages, just compensation, restitution, judicial or equitable relief us due by reason of the terms of
<br />or effects arising from this Agreement. This Indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms of,
<br />or effects, arising from this Agreement. FPNA further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the City
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arising by reason of the terms of or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent FPNA's services are subject to Civil Code section 2782.8,
<br />the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of FPNA.
<br />This paragraph survives termination of this Agreement.
<br />5. Independent Contractor
<br />FPNA shall, during the entire term of this Agreement be construed as an independent contractor and
<br />not an employee of the City. This Agreement is not intended nor shall it be construed to create an
<br />employer -employee relationship,partnership, or a joint venture relationship. Consultant shall pay all
<br />salaries and wages as applicable, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. Non -Discrimination
<br />FPNA shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law,
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