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Section 4. 1. No Employment Relationship. The Parties understand and agree that this <br />Contract does not create a fiduciary relationship between them, that they are separate entities, that <br />the City is an independent contractor with respect to the performance of the Services and is not <br />subject to the direct or continuous control and supervision of the EAA, and that nothing in this <br />Contract is intended to make either Party a subsidiary, joint venturer, partner, employee, agent, <br />servant or representative of the other Party for any purpose whatsoever. The City shall provide <br />for any and all equipment and materials necessary for the performance of the Services under this <br />Contract. The EAA shall have no right of direction or control of the City, or its employees and <br />agents, except in the results to be obtained, and in a general right to order the performance of the <br />Services to start or stop as agreed to herein, to inspect the progress of the Services, and to receive <br />reports. The City shall accommodate reasonable requests from the EAA to allow EAA employees, <br />agents or representatives to accompany and observe City personnel or its contractors in carrying <br />out the Services under this Contract. <br />ARTICLE V — CONTRACTOR PERSONNEL AND SUBCONTRACTORS <br />Section 5.1. Personnel. The City will provide any and all personnel necessary for its <br />performance of the Services. The City will be responsible for its employees and agents in all <br />respects, including, without limitation, their compliance with applicable laws and their safety, <br />including without limitation, all Occupational Safety and Health Administration (OSHA) <br />standards, requirements, and regulations. The City indemnifies and holds harmless the EAA, its <br />officers, employees and directors, from and against any claims bought by any employee, <br />subcontractor or other agent of the City relating in any way to the Services performed under this <br />Contract. <br />Section 5.2. Subcontractors. In performing the Services under this Contract, the City may <br />retain and utilize as its subcontractors, to the extent that they are not already employees of the City, <br />those individuals who in the sole judgment of the City are necessary and qualified to perform the <br />Services. The City will be solely responsible for its subcontractors in all respects including their <br />compliance with applicable laws and their safety, including without limitation, all OSHA <br />standards, requirements, and regulations. <br />ARTICLE VI — TERMINATION <br />Section 6.1. Termination. (a) As long as a Lease identified in Section III of Exhibit A is <br />not in effect, the EAA may terminate this Contract at any time, including at the expiration of each <br />budget or payment period during the term of this Contract, with or without cause, upon ten (10) <br />days prior written notice to the City. Upon receipt of such termination notice, the City shall <br />immediately stop all work in progress, including all work performed by subcontractors. Insofar <br />as possible, all work in progress will be brought to a logical termination point. Within thirty (30) <br />days of the final invoice following termination, the EAA shall pay the City all moneys then due <br />and owing for the Services rendered, costs and expenses reasonably incurred up to the time of <br />termination. <br />4of11 <br />