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<br />4. Availability of Funds. The City's performance and obligation to pay under this <br />Agreement is contingent upon an annual appropriation for its purpose by the City <br />Commission. <br /> <br />5. Indemnification. Contractor agrees to indemnify, defend and hold harmless the <br />City including its officials, agents and/or employees from and against any and all claims <br />arising from injury or death to persons or damage to property resulting in whole or in part <br />from the acts, errors, omissions, or negligent acts of Contractor and/or its employees, <br />principals or agents, including any advertisements or materials which readers can acquire <br />through the advertisements in the publication issues. This indemnity clause shall survive <br />termination of this Agreement. <br /> <br />6. Editorial Rights. It is understood and agreed that Contractor shall not have the <br />right to revise or change the content of articles, bulletins, and other materials provided by <br />the City without written consent by the City. Contractor, however, shall have the right to <br />make minor revisions, if necessary, to correct typographical errors. <br /> <br />7. Relation to Parties. It is understood and agreed that nothing contained in this <br />Agreement shall be deemed to create a partnership, joint venture, other association, or an <br />employer/employee relationship between the Contractor and the City. Contractor shall be <br />in the relation of an independent Contractor and is to have entire charge, control and <br />supervision of the work to be performed hereunder. <br /> <br />8. Assignment. The rights of each party under this Agreement are personal to that <br />party and may not be assigned or transferred to any other person, firm, corporation, or <br />other entity without the prior, expressed, and written consent of the other party. <br /> <br />9. Term. This Agreement is for two (2) issues. The term of this Agreement will <br />commence on the effecti ve date of this agreement and shall end on the publication date of <br />the last issue. <br /> <br />10. Termination. <br /> <br />A. If, through any cause within the reasonable control the Contractor shall <br />fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or <br />stipulations material to this agreement, the City shall have the right to terminate the <br />services then remaining to be performed. Prior to the exercise of its option to terminate <br />for cause, the City shall notify the Contractor of its violation of the particular terms of the <br />agreement and grant Contractor ten (10) days to cure such default. If the default remains <br />uncured after ten (10) days the City may terminate this agreement <br /> <br />(i.) In the event of termination, all finished and unfinished documents, data <br />and other work product prepared by Contractor (and sub Contractor(s)) <br />shall be delivered to the City and the City shall compensate the Contractor <br />for all services satisfactorily performed prior to the date of termination. <br /> <br />/J (6/0/IE <br /> <br />C0809-002 Stern Bloom Media Agreement for City Guide <br /> <br />2 <br />