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7.2 No Emplo,yment Relationshi�. The parties acknowledge and agree that because this Agreement anticipates no employment relationship between the parties no worker's compensation insurance, unemployment insurance, pension plans, health insurance, life insurance, or other benefits made available to employees of the City will apply to Regions or Regions EMS Program. 7.3 No Withholdin�. The City shall not withhold from the amounts it pays Regions any money for state and federal income taxes, social security taxes, unemployment taxes and worker's compensation taxes or any other payroll tax. It is Regions' responsibility to make whatever withholdings from those payments the law requires. 7.4 Indemnification. Regions shall defend, indemnify and hold harmless the City its Administration, employees, and agents from any loss, liability, claim or expense (including reasonable attorneys' fees and other expenses of litigation and administrative proceedings) on account of any claim by any federal, state or local authorities that (a) the role of Regions under this Agreement is not that of an independent contractor, (b) Regions is or has acted as the employer or employee of the City, or (c) is liable for any payroll-related tax or assessment on account of any work performed by Regions. ARTICLE 8 Miscellaneous Provisions 8.1 Assi i1��. Neither party may assign its rights or delegate or subcontract its duties under this Agreement, including by a change in ownership, without the prior written consent of the other party. Any attempted or actual assignment or delegation of this Agreement by either party in violation of this Section shall be void 8.2 Limitation on Liabilitv. In no event shall either party be liable to the other party for any indirect, special, incidental, or consequential damages arising out of any breach of this Agreement. Neither party may bring an action arising out of the performance of this Agreement more than three (3) years after the cause of action occurred. 8.3 Modification. No amendment, alteration, modification of this Agreement shall be effective unless set forth in a writing which is signed by an authorized representative of the parties. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. 8.4 Waiver. No consent to or waiver (whether expressed or implied) by any party to any breach or default by the other party in performance of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other party of the same or any other obligations of such party hereunder. The failure to act by one party or to declare another party in default, irrespective of how long such failures continue, shall not constitute a waiver of such party's rights hereunder. 1032762-6 6