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the performance or nonperformance of their obligations under the covenants, terms,
<br />conditions, and provisions of this Agreement,
<br />B. City shall protect, indemnify, hold harmless, and defend FOSAZ, its directors, officers,
<br />employees, and agents, against any and all claims, losses, liability, demands, damages,
<br />costs, expenses, or attorneys' fees, arising out of City's negligent performance or
<br />nonperformance of its obligations under the covenants, terms, conditions, and provisions
<br />of this Agreement.
<br />&. INDEPENDENT CONTRACTOR
<br />In the exercise of its obligations under this Agreement, FOSAZ shall act at all times as an
<br />independent contractor and not as an employee of the City. Nothing in this Agreement shall
<br />be construed to establish a partnership, joint venture, group, pool, syndicate, or agency
<br />between the Parties. No provision contained herein shall be construed as authorizing or
<br />empowering either party to assume or create any obligation or responsibility, whatsoever,
<br />express or implied, on behalf, or in the name of, the other party in any manner, or to make
<br />any representation, warranty, or commitment on behalf of the other party.
<br />9. TERM
<br />This Agreement shall commence on the date first written above and continue so long as the
<br />Master Support Agreement, or any updated or replacement agreement between City and
<br />FOSAZ for the benefit and support of the Zoo, remains effective. The Ferris Wheel shall be
<br />completed on or before January 31, 2017. Following completion of the Ferris Wheel, either
<br />Party may terminate this Agreement with ninety (90) days prior written notice. This
<br />Agreement shall automatically terminate in the event of termination of the Master Support
<br />Agreement, or any updated or replacement agreement between City and FOSAZ for the
<br />benefit and support of the Zoo. In the event of termination, FOSAZ shall arrange for the
<br />timely removal of the Ferris Wheel, and the Parties shall satisfy all their respective
<br />obligations under this Agreement that may be due and owing through the effective date of
<br />termination.
<br />10. ASSIGNMENT
<br />The Parties shall not assign, transfer, or convey this Agreement or any interest that it may
<br />have in this Agreement without the other party's express consent or approval. Any attempted
<br />assignment without the required consent or approval shall be void and shall confer no right,
<br />title, or interest in or to this Agreement, or part thereof. In the event of an unauthorized
<br />assignment, at the option of the party not making the assignment, this Agreement may be
<br />terminated upon reasonable notice to the party making the assignment.
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