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advance written notice to Client. If no objection is made by the client within thirty (30) days following
<br /> delivery of such notice,Advisor will assume Client's inactivity constitutes consent.
<br /> 10.7 Severability. To the extent any provision of this Agreement shall be determined invalid or unenforceable,
<br /> the invalid or unenforceable portion shall be deleted from this Agreement, and the validity and
<br /> enforceability of the remainder shall be unaffected.
<br /> 10.8 Voluntary and Knowing Action. The PARTIES, by executing this Contract, state that they have carefully
<br /> read this Contract and understand fully the contents hereof;that in executing this Contract they voluntarily
<br /> accept all terms described in this Contract without duress, coercion, undue influence, or otherwise, and
<br /> that they intend to be legally bound hereby.
<br /> 10.9 Authorized Signatories. The PARTIES each represent and warrant to the other that (1) the persons
<br /> signing this Contract are authorized signatories for the entities represented, and (2) no further approvals,
<br /> actions or ratifications are needed for the full enforceability of this Contract against it; each PARTY
<br /> indemnifies and holds the other harmless against any breach of the foregoing representation and
<br /> warranty.
<br /> 10.10 Independent Contractor Status. Advisor, at all times and for all purposes hereunder, shall be an
<br /> independent contractor and is not an employee of Client for any purpose. No statement contained in this
<br /> Contract shall be construed so as to find Advisor to be an employee of Client, and Advisor shall not be
<br /> entitled to any of the rights, privileges, or benefits of employees of Client, including but not limited to,
<br /> workers' compensation, health/death benefits, and indemnification for third-party personal injury/property
<br /> damage claims. Advisor acknowledges that no withholding or deduction for State or Federal income
<br /> taxes, FICA, FUTA, or otherwise, will be made from the payments due Advisor, and that it is Advisor's
<br /> sole obligation to comply with the applicable provisions of all Federal and State tax laws. Advisor shall at
<br /> all times be free to exercise initiative, judgment and discretion as to how to best perform or provide
<br /> services identified herein. Advisor is responsible for hiring sufficient workers to perform the
<br /> services/duties required by this Contract, withholding their taxes and paying all other employment tax
<br /> obligations on their behalf.
<br /> 10.11 Force Maieure. The PARTIES shall each be excused from performance under this Contract while and to
<br /> the extent that either of them are unable to perform, for any cause beyond its reasonable control. Such
<br /> causes shall include, but not be restricted to fire, storm, flood, earthquake, explosion, war, total or partial
<br /> failure of transportation or delivery facilities, raw materials or supplies, interruption of utilities or power,
<br /> and any act of government or military authority. In the event either PARTY is rendered unable wholly or in
<br /> part by force majeure to carry out its obligations under this Contract then the PARTY affected by force
<br /> majeure shall give written notice with explanation to the other PARTY immediately.
<br /> 10.12 Compliance with Laws. Advisor shall abide by all Federal, State and local laws, statutes, ordinances,
<br /> rules and regulations now in effect or hereinafter adopted pertaining to this Contract or to the facilities,
<br /> programs and staff for which Advisor is responsible.
<br /> 10.13 Non-Discrimination. The provisions of any applicable law or ordinance relating to civil rights and
<br /> discrimination shall be considered part of this Contract as if fully set forth herein.
<br /> 10.14 Interest by City Officials. No elected official,officer, or employee of Client shall during his or her tenure or
<br /> employment and for one year thereafter, have any interest, direct or indirect, in this Contract or the
<br /> proceeds thereof.
<br /> 10.15 Data Practices. The PARTIES acknowledge that this Contract is subject to the requirements of
<br /> Minnesota's Government Data Practices Act (Act), Minnesota Statutes, Section 13.01 et seq. Advisor
<br /> agrees to abide by the applicable provisions of the Act, HIPAA requirements and all other applicable state
<br /> or federal rules, regulations or orders pertaining to privacy or confidentiality. Advisor understands that all
<br /> of the data created, collected, received, stored, used, maintained or disseminated by Advisor in
<br /> performing those functions that the Client would perform is subject to the requirements of the Act, and
<br /> Advisor must comply with those requirements as if it were a government entity. This does not create a
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