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b. Certificates of insurance shall be furnished to the City upon
<br />execution of this Agreement and shall be approved by the
<br />City.
<br />C. Certificates and policies shall state that the policies shall
<br />not be canceled or reduced in coverage or changed in any
<br />other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />9. INDEMNIFICATION
<br />A. FOSAZ shall protect, indemnify, hold harmless, and defend City, its officials, officers,
<br />employees, representatives , and agents, from and against any and all claims, losses,
<br />liability, demands, damages, costs, expenses, or attorneys' fees, caused by or arising out
<br />of FOSAZ's negligent acts or omissions, or willful misconduct, in the performance or
<br />nonperformance of their obligations under the covenants, terms, conditions, and
<br />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 />10, GENERAL LICENSE
<br />City hereby grants FOSAZ, its directors, officers, employees, contractors, subcontractors,
<br />and consultants a nonexclusive license to enter upon and use the Zoo facilities in connection
<br />with FOSAZ's execution of its responsibilities established by this Agreement, includ ng, but
<br />not limited to, organizing small group meetings and large /group community meetings and
<br />events at the Zoo, such as fundraising events, programs, and torus of Zoo facilities in
<br />connection with this Agreement. Any use of the Zoo facilities by FOSAZ must be approved
<br />by the Zoo Director,
<br />11. 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 />be ween'the Parties. No provision contained herein shall be construed as authorizing or
<br />empowering either party to asstane 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. In no event shall
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