03-08-2023 Council Packet - Laserfiche WebLink

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Page 8 Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon CLIENT and CONSULTANT, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. RECORD KEEPING Pursuant to Minnesota Statutes, Section 16C.05, Subdivision 5, CONSULTANT agrees that the books, records, documents, and accounting procedures and practices of CONSULTANT, that are relevant to the contract or transaction, are subject to examination by the CLIENT and either legislative auditor or the state auditor for a minimum of six years. CONSULTANT shall maintain such records for a minimum of six years after final payment. Pursuant to Minnesota Statutes, Section 13.05, Subdivision 11, all of the data created, collected, received, stored, used, maintained, or disseminated by CONSULTANT in performing this Agreement is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, and CONSULTANT must comply with those requirements as if it were a government entity. The remedies in Minnesota Statutes, Section 13.08, apply to CONSULTANT. CONSULTANT does not have a duty to provide access to public data to the public if the public data are available from the CLIENT . T. ADDITIONAL TERMS AND CONDITIONS 1. The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in the same without prior written consent of the CLIENT. 2. For the purposes of this Agreement, the CONSULTANT shall be dee med to be an independent contractor and not an employee of the CLIENT. Any and all agents, servants or employees of the CONSULTANT or other person, while engaged in the performance of any work or services required to be performed by the CLIENT under this Agreement, shall not be considered employees of the CLIENT and any and all actions which arise as a consequence of any act or omission on the part of the CONSULTANT, its agents, servants, employees or other persons shall in no way be the obligation or respo nsibility of the CLIENT. The CONSULTANT, its agents, servants or employees shall be entitled to none of the rights, privileges or benefits of the CLIENT employees, except as otherwise may be stated herein. 3. The CONSULTANT further agrees to comply with all federal, state and local laws or ordinances, and all applicable rules, regulations and standards established by any agency of such governmental units, which are now or hereafter promulgated insofar as they relate to the CONSULTANT'S performance of the provisions of this Agreement. 4. If, for any reason, the CONSULTANT shall fail to fulfill in timely and proper manner the obligations under this Agreement, the CLIENT shall reserve the right to terminate this Agreement by specifying the date of termination in a written notice to the CONSULTANT at least thirty (30) calendar days before the termination date. In this event, the CONSULANT shall be entitled to just and equitable compensation for any satisfactory work completed. 5. No official or employee of the CLIENT who exercises any responsibilities in the review, approval or carrying out of this Agreement shall participate in any decision which affects his or her direct or indirect personal or financial interest. 6. All communications in writing between the parties shall be deemed to have been received by the addressee if delivered to the other party, or if sent by post or by facsimile addressed as noted above in this Agreement. Deleted: Page Break