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4. Online Web Storefronts: Impressive Print shall provide at no additional charge Private Label Web Storefronts as described in the RFP response dated January 22, 2010. II. Term. The term of this Agreement is a period of three years beginning on May 1, 2010 and ending on Apri130, 2013, and the Agreement shall be effective upon the approval of the City Council and execution by the Mayor and City Manager. The City shall have the right, with or without cause, to terminate the Agreement at any time by providing Impressive Print with written notice of its intent to terminate the Agreement 30 days prior to termination. III. Com�ensation. The City agrees to pay Impressive Print per print run at the prices specified in Attachment A. The City reserves the right to determine the frequency and number of issues of print runs of the quantity of forms to be printed. Impressive Print shall submit itemized bills on a per issue basis. Bills submitted shall be paid in the same manner as other claims made to the City. IV. Governin,g Law and Com�liance. The Agreement shall be governed by the laws of the State of Minnesota. In providing services hereunder, Impressive Print shall abide by all statutes, ordinances, rules and regulations pertaining to the provision of the services to be provided. Any violation shall constitute a material breach of the Agreement. V. Indemnification. Impressive Print agrees to indemnify and hold harmless the City and its officers, agents; and employees harmless from any loss, claims, liability, damages, judgments and expense (including reasonable attorney's fees and expenses of litigation) arising out of the failure of Impressive Print to perform its obligations under this Agreement. VI. Subcontractor. Impressive Print shall not enter into subcontracts for any of the services provided for in this Agreement without providing a detailed list of those services, including the names and contact information of those service providers. VII. Inde�endent Contractor. At all times and for all purposes hereunder, Impressive Print is an independent contractor and not an employee of the City. Nothing contained herein shall be construed so as to make Impressive Print or any of its employees an employee or an agent of the City. VIII. Assi.ng ment. This Agreement shall not be assigned, sublet, or transferred without the written consent of the City. IX. Conflict of Interest. Impressive Print agrees to immediately inform, by written notice, the City Manager of possible conflicts of interest with City employees or 2