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