Rescind Approval of Contract - Republic Services of Indiana - Disposal of Special Waste

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period of two (2) years after the Expiration Date, subject to the same terms and conditions set forth in this Agreement unless otherwise mutually agreed to by the Parties in writing. Section 4. Assignment; Successors. Republic shall not assign or subcontract the whole or any part of this Agreement without the prior written consent of the City, which shall not be unreasonably withheld, delayed, or conditioned; provided, however, that Republic may assign this Agreement, without consent, to an affiliate of Republic, or as a collateral assignment to any lender to Republic, or in connection with the sale of Republic's business. Section 5. Changes in Scope of Services. Republic understands and agrees that it shall not commence any additional work or change the scope of the Services provided unless authorized in writing by the City. No claim for additional compensation shall be made by Republic in the absence of prior written approval of the Parties. Section 6. Governing Law; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. Republic agrees to comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. Republic shall comply with federal, state and local law in its hiring and employment practices and policies for any activity covered by this Agreement. Further, the City shall not be required to pay for Services that are inconsistent with or in violation of this Agreement nor for any Services performed in violation of federal, state or local statute, ordinance, rule or regulation Section 7. Relationship/Independent Contractor. Both parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose whatsoever. Neither party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or contractors of the other party. Republic shall be solely responsible for providing all necessary unemployment and workers' compensation insurance for Republic's employees. Republic is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The City, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to Republic in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. The City shall provide IRS Form 1099 if applicable. Section 8. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the disposal of Special Waste, and supersedes all prior discussions, agreements, and understanding of any and every nature between them. Section 9. Funding Cancellation and Payments. In accordance with I.C. 36-1 -12.5- 5(d)(4), payments by the City are subject to annual appropriation by its fiscal body. When the City makes a written determination that funds are not appropriated or otherwise available to support continued performance of this Agreement, this Agreement shall be cancelled. A determination by the City that funds are not appropriated or otherwise available to support continuation of the performance 2