9.5 Water/Wastewater Services Contract

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9.3. Pre-Approved Expenditure Limit. City may expend up to$1,000.00 per occurrence with the Employee's written authorization. 9.4. Sub-Contractors. City shall not subcontract any of the services,which City is to provide without the express written approval of PRASD. City shall be responsible for the performance of all subcontractors and/or sub-consultants. As required by Minn. Stat. §471.425,City must pay all subcontractors,less any retainage,within ten(10)calendar days of City's receipt of payment from the PRASD for undisputed services provided by the subcontractor(s)and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s)on any undisputed amount not paid on time to the subcontractor(s). 9.5. Independent Contractor. City is expressly forbidden to act for PRASD in any other capacity or to represent itself in any manner as an agent of PRASD, except under the terms hereof. During the term of this Agreement City,and the City's employee(s), if any, shall be considered and act as an independent contractor and shall not be considered as employee(s) of PRASD. No statement contained in this Agreement shall be construed so as to find City or City's employees to be an employee of PRASD,and City and City's employees shall not be entitled to any of the rights,privileges,or benefits of employees of PRASD,including but not limited to,workers' compensation, health/death benefits,and indemnification for third-party personal injury/property damage claims. City acknowledges that no withholding or deduction for State or Federal income taxes,FICA,FUTA,or otherwise,will be made from the payments due to City and that it is City's sole obligation to comply with the applicable provisions of all Federal and State tax laws. City shall furnish all labor required to perform the services and will have full control and direction over the method and manner of performing those services. 9.6. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the City and PRASD regarding the subject matter hereof and supersedes any prior representations,statements,proposals,negotiations, discussions,understandings,or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the Party against whom the modification or amendment is sought to be enforced. 9.7. Severability. Every provision of this Agreement shall be construed,to the extent possible,so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid,illegal,or otherwise unenforceable, such provision shall be deemed severed from this Agreement,and all other provisions shall remain in full force and effect 9.8. Assignment. Neither the City nor PRASD may assign,delegate,or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party. 9.9. Amendments. This Agreement may be altered,extended,changed,or amended in writing by mutual agreement of the Parties hereto when dated and attached hereto without altering the other terms of this Agreement. 9.10. Controlling Law. This Agreement shall be deemed to have been made and accepted in Crow Wing County and interpreted in accordance with the substantive 5