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<br />of similar effect in connection with PRI's obligation, if any, to sell or otherwise provide any Point-Of- <br />Sale Terminal or printer; and PRI's obligation, if any, to provide access to other financial services. <br /> <br />City agrees to pay to PRI the charges assessed to City pursuant to the Merchant Statement which <br />amount shall be at least equal to the Minimum Monthly Fee specified in the City Merchant Application <br />and Agreement, which is incorporated herein by this reference. The amount of all Discounts <br />determined by PRI in accordance with Sections 7 and 8 of these Additional Terms and Conditions shall <br />be credited toward the Minimum Monthly Fee. If the Minimum Monthly Fee exceeds the total amount <br />of Discounts, PRI shall invoice City the balance due, as provided in subsection b herein. Any increase <br />in the monthly fee imposed ftom time to time by an Interchange System increase to maintain City <br />membership therein shall automatically and contemporaneously increase the Minimum Monthly Fee by <br />a like amount, without prior notice to City. <br /> <br />2. <br /> <br />TERM <br /> <br />This Agreement shall commence on the date first written above and become renewable <br />annually, unless terminated earlier in accordance with Section 12, below. The term ofthis Agreement <br />may be extended upon a writing executed by the Executive Director of the Finance and Services <br />Agency. <br /> <br />3. <br /> <br />INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and <br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br /> <br />4. <br /> <br />INDEMNIFICATION <br /> <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal <br />injury, including health, and claims for property damage, which may arise from the direct or indirect <br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons <br />acting on their behalf which relates to the services described in section I of this Agreement; and (2) <br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold <br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or <br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this <br />Section or by reason of the terms of, or effects, arising ftom this Agreement. <br /> <br />2 <br />