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to this Agreement. The City and Collective will meet prior to and during the season to agree on all issues,which may not be specifically covered in the Agreement. 5. Collective's Status. In performance of the obligations set forth in this Agreement,Collective shall have the status of an independent contractor and its members shall not be considered employees of the City for any purpose. 6. Termination . The City or the Collective may terminate this Agreement by providing the other written notice of such action by regular U.S.mail. Given the nature of the services rendered,a notice period of ninety(90)days must be provided. Said Agreement shall then be deemed terminated and no further work shall be performed by the Collective. If the Agreement is so terminated,the Collective shall officiate all league and tournament games scheduled by the City up to the termination date and be compensated in accordance with the rate scheduled set forth in Exhibit B. 7. Non-Assignability. The Collective shall not assign,sublet,or transfer this Agreement or any interest or obligation therein without prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. 8. Indemnify and Hold Harmless. Collective shall defend,indemnify,and hold harmless,the City and its officers and employees from and against all claims,losses, damage, injury,and liability for damages arising from errors,omissions,negligent or wrongful acts of the Collective in the performance of its services under this Agreement, regardless of whether the City has reviewed and/or approved the work or services which has given rise to the claim, loss,damage,injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the contract as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Collective from this obligation under this paragraph. 9. Insurance. During the term of this Agreement,independent contractors of the Collective shall each maintain in full force and effect at their own cost and expense insurance coverage from USSSA for officials. a. Proof of Membership and Insurance. Collective shall provide to the City a copy of the USSSA membership card of each of the Collective's independent contractors. b. Additional Coverage. The City will require for all private group rentals/tournaments to name Collective as additional insured when the City requires an insurance certificate for private rentals/toumaments. 10. Removal of Individual Umpires. The City may request,which request shall not unreasonably be denied,the Collective to remove any individual umpire if,in the opinion of the City,such umpire fails to adequately perform the tasks related and 2