10.5 Lake Shore Wastewater Services

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Agreement Pequot Lakes, and Pequot Lakes' employee(s), if any, shall be considered and act as an independent contractor and shall not be considered as employee(s) of Lake Shore. No statement contained in this Agreement shall be construed so as to find Pequot Lakes or Pequot Lakes' employees to be an employee of Lake Shore, and Pequot Lakes and Pequot Lakes' employees shall not be entitled to any of the rights,privileges, or benefits of employees of Lake Shore, including but not limited to, workers' compensation, health/death benefits, and indemnification for third-party personal injury/property damage claims. Pequot Lakes acknowledges that no withholding or deduction for State or Federal income taxes, FICA, FUTA, or otherwise, will be made from the payments due to Pequot Lakes and that it is Pequot Lakes' sole obligation to comply with the applicable provisions of all Federal and State tax laws. Pequot Lakes 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 Pequot Lakes and Lake Shore 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 Pequot Lakes nor Lake Shore 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 Cass County and interpreted in accordance with the substantive laws of the State of Minnesota without regard to choice of law or conflict of laws principles. Any dispute arising hereunder shall be brought in the District Court of Minnesota for Cass County. 9.11. Audit. The books, records, documents, and accounting procedures and practices of Lake Shore and Pequot Lakes and other parties relevant to this Agreement are subject to examination by Lake Shore, Pequot Lakes, and either the Legislative 8 0