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3 <br /> <br />13. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor <br />with respect to Client and not an employee of Client. Client will not provide fringe benefits, including health <br />insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant. <br />14. EMPLOYEES. Consultant’s employees, if any, who perform services for Client under this Agreement shall <br />also be bound by the provisions of this Agreement. <br />15. ASSIGNABILITY. Consultant shall be allowed to assign and transfer this agreement to any wholly, or <br />partially owned subsidiary of Blaze Advertising for any reason it deems necessary. Client agrees that this <br />agreement shall not be altered or voided in the event a reassignment should take place and agrees to sign <br />any necessary documents to maintain the agreements continuity during the transfer. <br />16. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed <br />delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as <br />follows: <br />IF for Client: <br />City of Elk River <br />Cal Portner, City Administrator <br />13065 Orono Parkway <br />Elk River, MN 55330 <br /> <br />IF for Consultant: <br />Blaze Advertising <br />Leah Pagh <br />18170 Hudson Ln NW <br />Elk River, MN 55330 <br />Such address may be changed from time to time by either party by providing written notice to the other in <br />manner set forth above. <br />17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other <br />promises or conditions in any other agreement whether oral or written. This Agreement supersedes any <br />prior written or oral agreements between the parties. <br />18. AMENDMENT. This Agreement may be modified or amended only if the amendment is made in writing <br />and signed by both parties. <br />19. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any <br />reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any <br />provision of this Agreement is invalid or unenforceable, but that by limiting such provisions it would become <br />a valid and enforceable agreement, then such provision shall be deemed written, constructed, and enforced <br />as so limited. <br />20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement <br />shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel <br />strict compliance with every provision of this Agreement. <br />21. APPLICABLE LAW. This Agreement shall be governed by the laws by the State of Minnesota.