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<br />Page 2 of 19 <br /> <br />exercisable by the City with the approval of the FOSAZ. Additionally, the Parties <br />agree that certain specified sections of this Agreement, as detailed within the <br />Agreement, will survive termination or expiration of the Agreement. <br /> <br />3. TERMINATION CLAUSE <br /> <br />This Agreement may be terminated by either party upon ninety (90) days written <br />notice. In such event, the Parties shall satisfy all their respective obligations under <br />this Agreement that may be due and owing through the effective date of <br />termination. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />In the exercise of its obligations, during the entire term of this Agreement, FOSAZ <br />shall act at all times as an independent contractor and not as an employee of the <br />City. Nothing in this Agreement shall be construed to establish a partnership, joint <br />venture, group, pool, syndicate, or agency between the Parties or to allow the City <br />to exercise discretion or control over the professional manner in which FOSAZ <br />performs the services which are the subject matter of this Agreement; however, <br />the services to be provided by FOSAZ shall be provided in a manner consistent <br />with all applicable standards and regulations governing such services. No <br />provision contained herein shall be construed as authorizing or empowering either <br />party to assume or create any obligation or responsibility, whatsoever, express or <br />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. In no <br />event shall either party be liable for a) any loss incurred by the other party in the <br />course of its performance hereunder, or b) an y debts, obligations, or liabilities of <br />the other party, whether due or to become due. FOSAZ shall pay all salaries and <br />wages, employer’s social security taxes, unemployment insurance and similar <br />taxes relating to its employees and shall be responsible for all applicable <br />withholding taxes. <br /> <br />5. INSURANCE <br /> <br />Prior to undertaking performance of work under this Agreement, FOSAZ shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain <br />insurance as described below: <br /> <br />5.1 Commercial General Liability Insurance. FOSAZ shall maintain commercial <br />general liability insurance naming the City, its officers, employees, agents, <br />volunteers and representatives as additional insured(s) and shall include, but not <br />be limited to protection against claims arising from bodily and personal injury, <br />including death resulting therefrom and damage to property, resulting from any act <br />or occurrence arising out of FOSAZ’s operations in the performance of this <br />Agreement, including, without limitation, acts involving vehicles. There shall not be <br />any exclusion for coverage of sexual molestation. The amounts of insurance shall <br />Exhibit 1