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Managers"')', or their designated representatives, who shall review the dispute and options
<br />for resolution. The resolution of the City Managers regarding the dispute shall be final as
<br />between the parties and shall be reduced to writing as an addendum to this Agreement.
<br />5.3 Any dispute under Section 5.1 of this Agreement that cannot be resolved by the
<br />City Managers may be submitted to mediation through the state Bureau of Mediation
<br />Services,, the cost of which shall be borne equally between the parties.
<br />5.4 In the event either party determines that there has been a breach of the provisions
<br />of this Agreement or a related Task Order which cannot be resolved by the City
<br />Managers, the Agreement or related Task Order may be terminated as described in
<br />Section 3.
<br />SECTION 6 - INDEPENDENT CONTRACTOR
<br />A Provider is,, and shall at all times be,, deemed to be an independent contractor in the
<br />provision of the Services set forth in this Agreement. Nothing in this Agreement shall be
<br />deemed or construed as creating a joint venture or partnership between the Parties.
<br />Neither Party is by virtue of this Agreement authorized as an agent, employee, or legal
<br />representative of the other Party, and the relationship of the Parties is, and at all times
<br />will continue to be,, that of independent contractors. A Provider shall retain all authority
<br />and responsibility for the provision of Services, standards of performance, discipline and
<br />control of personnel, and other matters incident to the performance of services by a
<br />Provider pursuant to this Agreement. A Provider shall comply with all relevant Federal,
<br />State,, and municipal laws, rules, and regulations. Nothing in this Agreement shall make
<br />any employee of the Recipient jurisdiction an employee of a Provider jurisdiction or any
<br />employee of a Provider jurisdiction an employee of the Recipient jurisdictions for any
<br />purpose, including but not limited to, withholding of taxes, payment of benefits, workers'
<br />compensation benefits, or any other rights or privileges afforded said employees by virtue
<br />of their employment.
<br />SECTION 7 - ASSIGNMENT/SUBCONTRACTING
<br />Neither the Recipient nor the Provider shall transfer or assign, in whole or in part, any or
<br />all of their respective rights or obligations under this Agreement without the prior written
<br />consent of the other.
<br />SECTION 8 - HOLD HARMLESS INDEMNIFICATION
<br />8.1 Each party agrees to indemnify, defend, save and hold harmless the other, its
<br />officials,, employees and agents from any and all liability, demands, claims, causes of
<br />action,, suits or judgments, including costs, attorney fees and expenses incurred in
<br />connection therewith,, or whatsoever kind or nature,, arising out of, or in connection with,
<br />or incident to,, its negligent acts or omissions under this Agreement. Without limiting the
<br />generality of the foregoing, the parties further expressly agree to indemnify, defend, save
<br />and hold harmless the other party, its officials, employees, and agents, from and against
<br />Information Technology Shared Service Agreement Page 4 of 10
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