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4, Independent Contractor. At all times during the term of this Agreement, MRC shall remain an independent contractor, and shall in no way be considered a department, official or employee of the Village. 5. Insurance. MRC shall maintain in full force and effect throughoutthe term of this Agreement the types of insurance in the amounts specified in the RFP or as may be required by the Village. 6. Governing Law. This Agreement shall be governed in accordarce with the laws of the State of New York. - 7. Entire Agreement. This Agreement constitutes the entire agreement between MRC and the Village. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be by mutual consent of the parties and shall be in writing and signed by the Villageand MRC. 8. Assignment. This Agreement may not be assigned, in whole or in part, without the prior written consent of the Village. 9. Notices. All notices required by this Agreement shall be in writing, atid delivered either personally or by certified mail sent to the designated representative of the other party to the address given above. An address may only be changed upon written notice. 10. No Waiver: Severability. A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition orcovenant. Ifany court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and thesame instrument. IN WITNESS WHEREOF, the parties below have executed this Agreement as of the date and year first written above. MRC DISPOSAL, INC. By: _SaUW ff uixloy Name: Title: Sescbat- Phone: VILLAGE OF GOWANDA By: Name: Mark Nephew Title: Mayor, Village of Gowanda (716) 532-3353,