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____________________________________________________________________________________________ City of New Brighton Ongoing Agreement - Loss Control Services December 29, 2016 Page 12 of 13 Integrated Loss Control, Inc. (651) 633-6525 TERMINATION: With or without Cause: the City of New Brighton or ILC may terminate this Agreement in whole or in part, at any time with or without cause, a 30 days written notice is not required but appreciated. Should the Agreement end early, an equitable adjustment shall be made to provide for termination settlement cost ILC incurs relating to commitments (relates only to such things as materials, equipment rental, laboratory costs, etc., does not relate to staffing) that had become firm before termination. INDEPENDENT CONTRACTOR: In rendering its service under this Agreement, ILC is and shall remain an independent contractor and neither ILC nor its employees shall be deemed to be an employee of City of New Brighton. ILC shall be solely responsible for all payroll, withholding, unemployment, and other taxes and all other employee liabilities of every kind and nature, whether in connection with this Agreement or otherwise. ILC shall defend, indemnify and hold City of New Brighton harmless against all tax and related liabilities arising out of ILC's status as an employer. ILC's obligation to defend and indemnify City of New Brighton under this Section shall survive the expiration or termination of this Agreement by either party for any reason. NO AUTHORITY: Neither ILC nor any of its employees or agents shall have any authority, right, or power to obligate, bind or commit City of New Brighton in any respect, directly or indirectly, to any commitment, Agreement, liability or obligation, except as expressly approved in writing by an authorized representative of City of New Brighton. SURVIVAL OF TERMS: The provisions of the Confidentiality/Ownership of Materials and Intellectual Property Right, Independent Contractor, and Indemnification sections and any other sections of this Agreement which are intended to remain in effect after the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and remain in full force and effect thereafter. NO ASSIGNMENT: This Agreement is personal to ILC. Neither this Agreement nor any of ILC's rights, obligations, or duties under this Agreement may be assigned or delegated to any other party without the prior written consent of an authorized representative of City of New Brighton.