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L. Assets of the District. Pursuant to State law, in the event that the District is <br /> disestablished or otherwise discontinued, then the existing assets shall only be <br /> used: (1) to pay the City any outstanding sums due to it from the District; and, (2) <br /> said assets shall be dispersed only to the owners of assessed lodging <br /> businesses in the District, in amounts proportionate to the amounts of <br /> assessments paid. <br /> M. Independent Contractor. Corporation (including the Corporations' employees) <br /> and the Corporation President CEO are independent contractors and no <br /> relationship of employer employee exists between the parties hereto; and <br /> specifically between the City, Consenting Cities and the Corporation President <br /> CEO. <br /> The Corporation President CEO and /or the Corporation's assigned <br /> personnel shall not be entitled to any benefits payable to employees of the <br /> City or the Consenting Cities. Neither the City nor the Consenting Cities is <br /> required to make any deductions or withholdings from the compensation <br /> payable to the Corporation under the provisions of the Agreement and neither <br /> is required to issue W -2 Forms for income and employment tax purposes for <br /> any of the Corporations' assigned personnel. <br /> The Corporation hereby indemnifies and holds the City and the Consenting <br /> Cities harmless from any and all claims that may be made against the City or <br /> the Consenting Cities based on any contention by a third party that an <br /> employer employee relationship exists by reason of this agreement. <br /> N. Corporation Not Agent of the City or the Consenting Cities. Neither the <br /> Corporation nor any of the Corporation's employees, agents, representatives or <br /> subcontractors are or shall be considered to be agents of the City or of the <br /> Consenting Cities in connection with the performance of the Corporation's <br /> obligations under this Agreement, or for any other purpose. <br /> O. Conflicts of Interest. The Corporation and the Corporation President CEO <br /> certify as of the date of execution of this Agreement they do not have any actual, <br /> apparent, or potential conflicts of interest relative to the service to be provided <br /> pursuant to this Agreement. The Corporation and the Corporation President <br /> CEO shall advise the City and the Consenting Cities of any actual, apparent, or <br /> potential conflicts of interest that may develop subsequent to the date of <br /> execution of this Agreement. <br /> 2. CITY OBLIGATIONS. The City's obligations under this agreement shall be as <br /> follows: <br /> A. The City shall effect the timely collection of the annual assessments from lodging <br /> businesses within the City and from the Consenting Cities; provide general <br /> assistance, clarification, or information to the Corporation, the assessed lodging <br /> Page 5 of 8 <br />