#04 - Code Red Joint Power Agreement

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3 COST AND PAYMENT The minutes purchased by the County annually will be used for all emergency notifications at no cost to the City. The County will monitor the number of minutes available. If the number of minutes available becomes insufficient, the County, at its discretion, will bill the City for general notification minutes used at a rate of $0.25 per minute. These funds will be retained by the County for the sole purpose of purchasing additional minutes. The City shall pay the County within thirty (30) days of being invoiced. INDEPENDENT CONTRACTOR Nothing within this agreement is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties or as constituting the City as the agent, representative, or employee of the County for any purpose or in any manner whatsoever. ASSIGNMENT The City shall not assign any services contemplated under this agreement. AUDITS, REPORTS, RECORDS, AND MONITORING PROCEDURES/RECORDS AVAILABILITY & RETENTION Pursuant to Minnesota Statute Section 16C.05 Subdivision 5, the City will: 1. Maintain all books, records, documents, and accounting procedures and practices that are related to and/or relevant to this agreement. 2. Agree that the County, the State Auditor, or legislative authority, or any of their duly authorized representatives at any time during normal business hours, and as often as they may deem reasonably necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, records, documents, and accounting procedures and practices that are related to and/or relevant to this agreement. The City agrees to maintain these records for a period of six (6) years from the date of the termination of this agreement. INDEMNIFICATION The City agrees it will defend, indemnify, and hold harmless the County, its officers, and employees against any and all liability, loss, costs, damages, and expenses which the County, its officers, or employees may hereafter sustain, incur, or be required to pay arising out of the negligent or willful acts or omissions of the City in the performance of this agreement. The liability of the parties under this agreement shall be governed by Minnesota Statutes Section 471.59 Subdivision 1a. Each party to this agreement shall be liable for its own acts or omissions and shall not be liable for the acts or omissions of any other party to this agreement. INSURANCE REQUIREMENTS The City agrees that in order to protect itself, as well as the County, under the indemnity provisions set forth above, it will at all times during the term of this agreement, keep in force the following insurance protection in the limits specified: