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! 0 <br />(b) Within 30 days of receipt of the proposed budget, the City Manager shall respond in <br />writing to the Museum President with acceptance or rejection of the budget, or elements thereof. If <br />the proposed budget is accepted by the City Manager, it shall be submitted to the City Council for <br />approval, in whole or in part. If the proposed budget is rejected by the City Manager, the City <br />Manager and the Museum President shall meet in good faith in an attempt to reach agreement on a <br />budget. If they are unable to do so, the City Manager shall submit the Corporation's proposed <br />budget to the City Council for approval, in whole or in part. <br />(c) In each fiscal year, once the amount of the annual compensation has been <br />determined by the City Council, it shall be paid to Corporation in equal monthly installments, or in <br />such other manner as is mutually agreed upon by the City Manager and the Museum President <br />from time to time. <br />(d) In any event, the amount approved annually by the City pursuant to this Section <br />shall be sufficient to reasonably permit the Corporation to meet its obligations set forth in Section <br />3.02 (c) and (d). <br />(e) The City and the Corporation hereby agree to promptly negotiate in good faith to <br />reach agreement, separate and apart from this Agreement, on a schedule and funding program <br />which will identify existing deferred Capital Repair and Replacement matters which will provide <br />for them to be implemented within five (5) years. The City and the Corporation will devise similar <br />continuing five (5) year plans for Capital Repair and Replacement to be paid from set aside funds <br />for such purposes annually. <br />§4.08 Capital F.x an nsinn <br />Additions to, or upgrades of, the Premises beyond the levels existing at the time of this <br />Agreement shall be subject to mutual agreement between the City Council and the Museum Board <br />of Governors. <br />ARTICLE 5 <br />INDEMNITY AND INSURANCE <br />§ 5.01 Indemnification <br />Corporation shall indemnity and save harmless City and its officers, agents and employees <br />from and against any and all claims, demands, loss or liability of any kind or nature which City or <br />its officers, agents, or employees may sustain or incur, or which may be imposed upon them or any <br />of them for injury to or death of persons or damage to property as a result of, arising out of, or in <br />any manner connected with the occupancy and use of the Premises by Corporation, its officers, <br />11 <br />