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United States Mail to the other party' s address provided herein, postage prepaid, certified or registered
<br />mail, return receipt requested, or by personal delivery. In addition, the Notice may also be sent by any
<br />other method reasonably believed to provide the other party actual notice in a timely manner, such as fax.
<br />The parties do does not by this section waive, release, or forego any legal remedy for any violation, breach,
<br />or non-performance of any of the provision of this Agreement. City may deduct from any final payment
<br />due to Bank (a) damages, expenses or costs directly arising from the violations, breaches, or non-
<br />performance leading directly to the termination, and (b) any other back- charges or credits directly arising
<br />from such violations, breaches, or non-performance. Notwithstanding any termination, the terms of this
<br />Agreement shall apply to all transactions which have been initiated prior to termination.
<br />8.Independent Contractor.
<br />A.The parties agree that because this Agreement shall not constitute nor create an employer-
<br />employee relationship, and because the Bank is an independent contractor, Bank shall be
<br />responsible for all obligations relating to federal income tax, self-employment FICA taxes and
<br />contributions, and all other so called employer taxes and contributions, including, but not limited
<br />to, industrial insurance (Workmen's Compensation), and that the Bank agrees to indemnify,
<br />defend and hold the City harmless from any claims, valid or otherwise, made to the City, because
<br />of failure to fulfill such obligations.
<br />B.Any and all employees of the Bank, while engaged in the performance of any Banking Services,
<br />shall be considered employees of only the Bank and not employees of the City. The Bank shall be
<br />solely liable for any and all claims that may or might arise under the Worker's Compensation Act
<br />on behalf of such employees or Bank, while so engaged and for any and all claims made by a third
<br />party as a consequence of any negligent act or omission on the part of the Bank's employees,
<br />while so engaged on any of the Banking Services.
<br />9.Employment. Bank warrants that it has not employed or retained any company or person, other than a
<br />bona fide employee working solely for the Bank, to solicit or secure this Agreement and that it has not
<br />paid or agreed to pay any company or person, other than a bona fide employee working solely for the
<br />Bank, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon
<br />or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City
<br />shall have the right to terminate this Agreement without liability or, in its discretion, to deduct from the
<br />Agreement price or consideration or otherwise recover, the full amount of such fee, commission,
<br />percentage, brokerage fee, gift, or contingent fee.
<br />10.Miscellaneous.
<br />A.Addresses. Any statement, notice, request, or other communication hereunder shall be deemed
<br />to be sufficiently given to the addressee and any delivery hereunder deemed made when sent by
<br />certified mail addressed to the following addresses:
<br />Notices to the City of Everett shall be sent to the following address:
<br />
<br />City of Everett
<br />Attn: Finance Director
<br />2930 Wetmore Ave
<br />Everett, WA 98201
<br />Notices to Bank shall be sent to the following address:
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