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I '1 <br /> payment previously made for such Banking Services; and (b) Banking Services provided <br /> to the City after the Notice Date and through the Termination Date; that were reasonably <br /> necessary to terminate the Banking Services provided under this Agreement in an orderly <br /> manner. Any Notice shall be sent by the United States Mail to the other party's address <br /> provided herein, postage prepaid, certified or registered mail, return receipt requested, or <br /> by personal delivery. In addition, the Notice may also be sent by any other method <br /> reasonably believed to provide the other party actual notice in a timely manner, such as <br /> fax. The parties do does not by this section waive, release or forego any legal remedy for <br /> any violation, breach or non-performance of any of the provision of this Agreement. City <br /> may deduct from any final payment due to Bank (a) damages, expenses or costs directly <br /> arising from the violations, breaches, or non-performance leading directly to the <br /> Termination, and (b) any other back-charges or credits directly arising from such <br /> violations,breaches, or non-performance. <br /> 8. Independent Contractor <br /> A. The parties agree that because this Agreement shall not constitute nor create an <br /> employer-employee relationship, and because the Bank is an independent contractor, <br /> Bank shall be responsible for all obligations relating to federal income tax, self- <br /> employment FICA taxes and contributions, and all other so called employer taxes and <br /> contributions, including, but not limited to, industrial insurance (Workmen's <br /> Compensation), and that the Bank agrees to indemnify, defend and hold the City <br /> harmless from any claims, valid or otherwise, made to the City, because of failure to <br /> fulfill such obligations. <br /> B. Any and all employees of the Bank, while engaged in the performance of any <br /> Banking Services, shall be considered employees of only the Bank and not employees of <br /> the City. The Bank shall be solely liable for any and all claims that may or might arise <br /> under the Worker's Compensation Act on behalf of said employees or Bank, while so <br /> engaged and for any and all claims made by a third party as a consequence of any <br /> negligent act or omission on the part of the Bank's employees, while so engaged on any <br /> of the Banking Services. <br /> C. Bank shall comply with all applicable provisions of the Fair Labor Standards Act <br /> and other legislation affecting its employees and the rules and regulations issued <br /> thereunder insofar as applicable to its employees and shall at all times save the City free, <br /> clear and harmless from all actions, claims, demands and expenses arising out of said act, <br /> and rules and regulations that are or may be promulgated in connection therewith in <br /> regard to Bank's employees. <br /> D. Bank assumes full responsibility for the payment of all payroll taxes, use, sales, <br /> income, or other form of taxes (such as state and, city business and occupation taxes), <br /> fees, licenses, excises or payments required by any city, federal or state legislation which <br /> are now or may during the term of the Agreement be enacted as to all persons employed <br /> by the Bank and as to all duties, activities and requirements by the Bank in performance <br /> of the Banking Services and Bank shall assume exclusive liability therefore, and meet all <br /> requirements thereunder pursuant to any rules or regulations that are now or may be <br /> a0 <br />