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4 d. Arvig shall perform all splicing activities on the transport facility and shall be reimbursed by the City for such performance at a regular rate of $100.00 per hour. In the event of Emergency Splicing or any splicing activity outside of regular working hours of Monday through Friday, 8:00 a.m. to 5:00 p.m., Arvig shall be reimbursed by the City at a premium rate of $150.00 per hour. Such regular and premium rates shall be subject to mutual amendment by the Parties only at five (5) year intervals beginning at the Effective Date of this Agreement. In no event shall such regular and premium rates be subject to unilateral change by either party. 6.Audit Disclosure. Any reports, information, data and other written documents given to, or prepared or assembled by the Consultant under this Agreement which the City requests to be kept confidential shall not be made available by the Consultant to any individual or organization without the City’s prior written approval. Pursuant to Minnesota Statutes section 16C.05, the books, records, documents and accounting procedures and practices of Arvig or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. Arvig shall at all times abide by Minn. Stat. § 13.01 et seq. and the Minnesota Government Data Practices Act, to the extent the Act is applicable to data, documents, and other information in the possession of Arvig. 7.Independent Contractor. At all times and for all purposes herein, Arvig and its employees, agents, and other persons acting on its behalf or its direction are independent contractors and not an employee of the City. No statement herein shall be construed so as to find Arvig and such persons to be employees of the City. 8.Assignment. Assignment. No party may assign or transfer any rights or obligations under this Agreement without the prior consent, not unreasonably withheld or delayed by the other Party and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office. 9.No Partnership or Joint Venture. The Parties expressly understand and affirm that this Agreement shall not constitute a partnership between or joint venture by the Parties or constitute any party the agent of the other. No party shall hold itself out contrary to the terms of this provision and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. 10.Compliance with Laws and Regulations. All Parties shall abide with all federal, state and local laws, statutes, ordinances, rules and regulations in the performance of any activities arising from this Agreement. The Parties, together with their respective agents and employees, agree to abide by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and Minnesota Rules promulgated pursuant to Chapter 13, as applicable. 32