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B. Website Posting. Bank acknowledges that the Banking Services Agreements will <br /> require approval by City Council. Accordingly, Bank acknowledges and agrees that <br /> the Banking Services Agreements may be (and will be)placed on the City's public <br /> website for public viewing. <br /> 7. TERMINATION <br /> • <br /> Either party may terminate this Agreement at any time by sending written notice of <br /> termination to the other party ("Notice"). The Notice shall specify a termination date <br /> ("Termination Date") at least ninety (90) calendar days after the date the Notice is delivered. <br /> The Notice shall be effective ("Notice Date") upon the actual receipt by the other party <br /> (whether by fax, mail, delivery or other method reasonably calculated to be received by the <br /> other party in a reasonably prompt manner). Upon any Notice Date from the City, Bank shall <br /> promptly commence a disengagement plan for the Banking Services provided to the City in a <br /> reasonable and orderly manner. Notwithstanding any termination for Bank's material breach <br /> of this Agreement, Bank shall be paid or reimbursed for (a) Banking Services provided to the <br /> City up to and including the Notice Date, less any payment previously made for such Banking <br /> Services; and (b) Banking Services provided to the City after the Notice Date and through the <br /> Termination Date that were reasonably necessary to terminate the Banking Services provided <br /> under this Agreement in an orderly manner. Any Notice shall be sent by the United States <br /> Mail to the other party's address provided herein, postage prepaid, certified or registered mail, <br /> return receipt requested, or by personal delivery. In addition, the Notice may also be sent by <br /> any other method reasonably believed to provide the other party actual notice in a timely <br /> manner, such as fax. The parties do does not by this section waive,release or forego any legal <br /> remedy for any violation, breach or non-performance of any of the provision of this <br /> Agreement. City may deduct from any final payment due to Bank (a) damages, expenses or <br /> costs directly 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 violations, <br /> 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 Banking <br /> Services, shall be considered employees of only the Bank and not employees of the <br /> 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 such 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 <br /> any of the Banking Services. <br /> 3 <br />