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4.7 FSA shall not commit, or permit the commission by others, of any waste on the Premises. <br />FSA shall not maintain, commit, or permit the maintenance or commission of any <br />nuisance on the Premises, and FSA shall not use or permit the use of the Premises for any <br />unlawful purpose. <br />ARTICLE 5. INDEPENDENT CONTRACTOR <br />5.1 It is the express intention of the Parties that FSA is, and shall remain during the term of <br />this Agreement, an independent contractor and not be an agent or employee of City. FSA <br />represents to City that it is free from the control of City as to how FSA's Program is <br />provided to the public; the Program provided by FSA is not part of City's business; FSA <br />is providing the same or similar Program to other persons and entities through FSA's <br />business operation, or through other businesses; and that FSA agrees that the Program <br />conducted within the Premises is not FSA's sole source of business. Nothing in this <br />Agreement shall be interpreted or construed as creating or establishing the relationship of <br />employer and employee between FSA and City. The Parties acknowledge that FSA's <br />employees are not employees of City for State tax, Federal tax, or any other purpose. <br />ARTICLE 6. COMPLIANCE WITH LAWS <br />6.1 FSA shall, at FSA's sole cost and expense, comply with all statutes, ordinances, <br />regulations, and requirements of all governmental entities, federal, state and county or <br />municipal, relating to FSA's use and occupancy of the Premises for FSA's operation of <br />business whether those statutes, ordinances, regulations, and requirements are now in <br />force or are subsequently enacted. The judgment of any court of competent jurisdiction, <br />or the admission by FSA in a proceeding brought against FSA by any government entity <br />that FSA has violated any such statute, ordinance, regulation, or requirement shall be <br />conclusive as between City and FSA and shall constitute grounds for termination of this <br />Agreement by City. <br />ARTICLE 7. INDEMNITY AND INSURANCE <br />7.1 FSA shall defend, indemnify and hold harmless City, and its elected officials, officers, <br />employees and agents from and against any and all claims, causes of action, damages and <br />liability resulting from FSA's negligent acts or omissions, and the willful misconduct of <br />FSA, and that of FSA's agents, employees and invitees, during FSA's occupation and use <br />of the Premises during the term of this Agreement. This section shall survive any <br />termination or expiration of this Agreement. <br />A. Comprehensive general liability insurance, with carriers acceptable to City, with <br />minimum coverage of One Million Dollars ($1,000,000) per occurrence, and Two <br />Million Dollars ($2,000,000) aggregate for public liability, property damage and <br />personal injury. City shall be names as an additional insured and such insurance <br />shall be primary and non-contributing to any insurance or self-insurance <br />maintained by City. A certificate of insurance with endorsements evidencing such <br />coverage shall be provided to City prior to FSA's occupancy of the Premises. <br />3 <br />I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.doex-ms <br />