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as CITY may require, to payment or reimbursement from funds held in the CONSTRUCTION
<br />ACCOUNT for monies spent by CHAMBER for capital maintenance and improvement items
<br />approved by CITY and related to the Love Civic Center during the term of this Agreement.
<br />R not an went of CITY.
<br />Se on 3, CA B „
<br />CHAMBER covenants and agrees it is an independent contractor and not an officer, agent,
<br />servant or employee of CITY; that CHAMBER shall have exclusive right and authority to
<br />control services to be performed hereunder and all persons performing same, and shall be
<br />responsible for the acts and omissions of its officers, agents, employees, contractors,
<br />subcontractors, and consultants; and that nothing contained herein shall be construed as
<br />creating a partnership or joint enterprise between CHAMBER and CITY for the purpose of this
<br />Agreement and shall, in no manner, incur expense or liability on behalf of CITY.
<br />Section 4, old harmless.
<br />CHAMBER does hereby agree to release, indemnify, and hold CITY and its officers and
<br />employees harmless from and against any and all demands, debts, liabilities, suits, claims, and
<br />causes of action of every kind and character whatsoever for damage or injury (including death)
<br />to persons and/or property occurring on the LCC facilities and resulting from CHAMBER's
<br />invitees, guests, agents, servants, or employees' presence upon, use, occupancy or enjoyment of
<br />the LCC facilities. CITY shall not be liable to CHAMBER invitees, guests, agents, servants,
<br />employees, or visitors due to the improvements located thereon, or hereafter constructed, or any
<br />other condition of the LCC facilities being improperly constructed, maintained, or being or
<br />becoming out of repair. However, both CHAMBER and CITY shall carry all requisite insurance
<br />Waiver by CITY of any breach by CHAMBER of the terms, covenants, conditions, or
<br />provisions of the Agreement shall not be deemed to be a waiver of any other breach of the same
<br />or other term, covenant, condition, or provision of this Agreement terminated for any of the
<br />reasons set out above and shall not bar the right of CITY to subsequently terminate this
<br />Agreement for any of the reasons set out above.
<br />Section 5. Severabilit m,om Mete agreement,,modificatn.
<br />In case any one or more of the provisions contained in the Agreement shall, for any reason, be
<br />held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect,
<br />such invalidity, illegality, or unenforceability shall not affect any other provision of the
<br />Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable
<br />provision had never been included in the Agreement.
<br />This Agreement constitutes the sole and only Agreement of the parties to this Agreement and
<br />supersedes any prior understandings or written or oral agreements between the parties
<br />3
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