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Page 2 of 11 Resolution measures for non-compliance with the Agreement will consist of a written report that clearly states the areas of non-compliance, the corrective action needed to be in compliance and a timeline to complete each corrective action as stated in the written fiscal or program audit. On-going fiscal and program audits will occur to ensure compliance with the Agreement. 2.5.Payment Processing has adequate segregation of duties The County and the Cities have adequate segregation of duties as stipulated by the Governmental Accounting Standards Board. The County accounting and procurement departments and other fiscal agent services comply with general accounting principles and the County Finance Department polices. 3.General Contract / Agreement Terms and Conditions 3.1.Payment The Cities will forward invoices to the County on a quarterly basis for overtime expenses related to their participation in VCET. The County will not receive payment for administrative costs or expenses related to this Agreement. 3.2.Application for Payments 3.2.1.Invoices for any goods or services not identified in this Agreement will be disallowed. 3.2.2.Each application for payment shall contain the Eligibility List, an itemized list of services furnished, dates of services provided, and total invoice amount. 3.2.3.Payment shall be made within thirty-five (35) calendar days after the date of receipt of a detailed invoice and verification of the charges. 3.2.4.Payment of interest and disputes regarding payment shall be governed by the provisions of Minnesota Statutes § 471.425. 3.3.Independent Contractor The County is and shall remain an independent contractor throughout the term of this Agreement and nothing herein is intended to create, or shall be construed as creating, the relationship of partners between the parties or as constituting the County as an employee of any other party. 3.4.Data Practices All data collected, created, received, maintained or disseminated for any purpose in the course of the County’s performance under this Agreement is subject to the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 3.5.Indemnification Subject to Minn. Stat. Ch. 466, each party is solely responsible for the acts or omissions of their respective employees when acting in the course and scope of their employment duties. No party may be held liable for the acts or omissions of another party’s employees, officers, or agents under this Agreement. It is understood and agreed that each party’s liability shall be limited by the provisions of Minnesota Statutes, Chapter 466 (Tort Liability, Political Subdivisions) or other applicable law. 35