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<br />3. TERM <br /> <br />This Agreement shall commence on the date first written above and tcrminate on December <br />J 1.2006, unless terminated earlier in accordance with Section 12, below. The term ofthis <br />Agreement may be extended upon a writing executcd by the Executive Director of <br />Community Development Agency and thc City Attorney. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the cntirc term of this Agreement, be constllJed to be an independcnt <br />contractor and not an cmployee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over thc professional manner in whieh <br />Consultant perJi:mns the services which are thc subject matter of this Agreement; however, <br />tlie services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governiug such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br /> <br />5. INSURANCE <br /> <br />Due to the nature of the work being performed by thc Consnltant, insurance requirements are <br />waived for the performance of this Agrecment. <br /> <br />6. INDEMNIFICATION <br /> <br />Consnltant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability: (1) for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of <br />claims for pcrsonal injury, including health, and claims for property damage, which may arise <br />from the direct or indirect operations ofthe Consultant or its contractors, subcontractors, <br />agents, employees, or other persons acting on their behalf which rclatcs to the services <br />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 <br />terms of or effects arising from this Agreement. This indemnity and hold hanllless agreement <br />applies to all claims for damages. just compensation. restitution, judicial or equitable rclief <br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or <br />by reason of the terms of, or effects, arising from this Agreement. The Consultant further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including <br />fees and costs for special eounscl to be selected hy the City. regarding any action by a third <br />party challenging the validity of this Agreement, or asserting that personal injury, damagcs, <br />just compensation, restitution, judicial or equitable relief due to personal or property rights <br />arises by reason of the terms of, or effects arising from this Agreement. City may make all <br />reasonable decisions with respect to its representation in any legal proceeding. <br /> <br />2 <br />