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c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice
<br />evidencing work performed, subject to City accounting procedures. Payment need not be made
<br />for work which fails to meet the standards of performance set forth in the Recitals which may
<br />reasonably be expected by City.
<br />3. TERM
<br />This Agreement shall commence on the date first written above and will terminate on October 2,
<br />2021 after the event or one calendar day after the date of the event, whichever date occurs first, unless
<br />terminated earlier in accordance with Section 13 below.
<br />4. INDEPENDENT CONTRACTOR
<br />Contractor shall, during the entire term of this Agreement, be construed to be an independent
<br />Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
<br />create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manner in which Contractor performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided
<br />in a manner consistent with all applicable standards and regulations governing such services. Contractor
<br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
<br />taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />Contractor shall require, in its agreement with Argelia Atilano and Anna Alvarado, that they and
<br />any of their staff, employees or contractors, will adhere to all of the terms of the Contractor's Agreement
<br />with City for this event.
<br />5. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Contractor 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, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
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