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c. Payment need not be made for work that fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by the City. <br />ftlNNERWIiuTl <br />This term of this Agreement shall commence on April 27, 2024 and end on May 27, <br />2024, unless terminated earlier in accordance with Section 11 below. <br />4. INDEPENDENT CONTRACTOR <br />Provider shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the manner in which Provider performs <br />the services which are the subject matter of this Agreement; however, the services to be provided <br />by Provider shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Provider shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. Provider is not an agent, representative or <br />employee of City and Provider shall have no authority to act on behalf of the City. <br />5. RESERVED <br />6. INDEMNIFICATION <br />Provider agrees to and shall defend, indemnify and hold harmless the City, its officers, <br />agents, employees, contractors, special counsel, and representatives from liability for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims <br />for personal injury, including death, and claims for property damage, which may arise from the <br />direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, <br />or other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the <br />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 asserting personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arising by reason of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. This indemnification provision No. 6 shall <br />survive any expiration or termination of this Agreement. <br />CONFLICT OF INTEREST <br />Provider covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />Page 2 of 6 <br />