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breach of this Agreement, regardless of the reason and whether or not intentional, and shall <br />entitle City to terminate this Agreement effective as of the date of such violation, failure, <br />or loss. <br />10. Subcontracting and Assignment. Contractor shall not enter into any subcontract for <br />performance of any services contemplated under this Agreement nor assign any interest in <br />the Agreement without the prior written approval of the City staff and subject to such <br />conditions and provisions as City staff may deem necessary or desirable in its sole <br />discretion. If City permits the use of subcontractors, no subcontractor may perform any <br />work under this Agreement without first providing the City with certificates of insurance <br />showing all of the coverage required in Section 5 of this Agreement. Contractor shall be <br />responsible for the performance of all subcontractors. Contractor shall pay the <br />subcontractors for undisputed services provided by them within 10 days of receiving <br />payment from the City. <br />11. Warranty of Workmanship and Timely Completion. Contractor warrants that all work <br />completed for and within the City shall be done in a workmanlike and timely manner in <br />accordance with applicable industry standards. If at any time the City is in receipt of <br />complaints or comments regarding inadequate performance, City is to inform Contractor <br />as soon as practical and allow Contractor the ability to address and answer to said complaint <br />or comment. <br />12. Compliance with Statutory Requirements. <br />a. Data Practices Compliance. Contractor will have access to data collected or. <br />maintained by the City to the extent necessary to perform Contractor's obligations <br />under this Agreement. Contractor agrees to maintain all data obtained from the <br />City in the same manner as the City is required under the Minnesota Government <br />Data Practices Act, Minnesota Statutes, Chapter 13. Contractor will not release or <br />disclose the contents of data classified as not public to any person except at the <br />written direction of the City. Contractor agrees to defend and indemnify the City <br />from any claim, liability, damage or loss asserted against the City as a result of <br />Contractor's failure to comply with the requirement of this Act or this Agreement. <br />Upon termination of this Agreement, Contractor agrees to return all data pertaining <br />to City business to staff within 30 days of Agreement termination. <br />b. Income Tax Withholding. Prior to the time of final payment of any amounts <br />owing to Contractor under this Agreement, Contractor shall furnish a copy of the <br />Form IC -134, certified by the Minnesota Department of Revenue, documenting <br />that the Contractor has observed all withholding tax requirements. <br />13. Termination. Either party may terminate this Agreement on 30 days written notice to the <br />other party. <br />14. Payment. With regard to payment for services, the City and Contractor agree as follows: <br />507518v5 AMB MU125-11 <br />