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