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<br />10. Subcontracts
<br />GRG shall ensure and require that any subcontractor agrees to and complies with all of the terms of this agreement.
<br />Any subcontractor of GRG used to perform any portion of this agreement shall report to and bill GRG directly. GRG
<br />shall be solely responsible for the breach, performance or nonperformance of any subcontractor.
<br />11. Force Maieure
<br />The City and GRG agree that GRG shall not be liable for any delay or inability to perform this agreement, directly or
<br />indirectly caused by, or resulting from, strikes, labor troubles, accidents, fire, flood, breakdowns, war, riot, civil
<br />commotion, lack of material, delays of transportation, acts of God or other cause beyond reasonable control of GRG
<br />and the City.
<br />12. Data Practices
<br />GRG, its agents, employees and any subcontractors of GRG, in providing all services hereunder, agree to abide by
<br />the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules
<br />promulgated pursuant to Ch. 13. GRG understands that it must comply with these provisions as if it were a
<br />government entity. GRG agrees to indemnify and hold the City, its officers, department heads and employees
<br />harmless from any claims resulting from the GRG's unlawful disclosure, failure to disclose or use of data protected
<br />under state and federal laws.
<br />13. Termination
<br />This agreement may be terminated by either party, with or without cause upon 30 days written notice to GRG or the
<br />Authorized Agent of the City.
<br />14. Independent Contractor
<br />It is agreed that nothing contained in this agreement is intended or should be construed as creating the relationship of
<br />a partnership, joint venture, or association with the City and GRG. GRG is an independent contractor, and it, its
<br />employees, agents, subcontractors, and representatives shall not be considered employees, agents or
<br />representatives of the The City (DNR, City, County, Private landowner). Except as otherwise provided herein, GRG
<br />shall maintain, in all respects, its present control over the means and personnel by which this agreement is performed.
<br />From any amounts due GRG, there shall be no deduction for federal income tax, FICA payments, state income tax, or
<br />for any other purposes which are associated with an employer/employee relationship unless otherwise required by
<br />law. Payment of federal income tax, FICA payments, state income tax, unemployment compensation taxes, and other
<br />payroll deductions and taxes are the sole responsibility of GRG.
<br />15. Notices
<br />Any notices to be given under this agreement shall be given by enclosing the same in a sealed envelope, postage
<br />prepaid, and depositing the same with the United States Postal Service, addressed to GRG at its address stated
<br />herein, and to the authorized agent of the City at the address stated herein.
<br />16. Controlling Law
<br />The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and
<br />construction of this agreement, the legal relations between the parties and performance under the agreement. The
<br />appropriate venue and jurisdiction for any litigation hereunder will be those courts located within the County or The
<br />City, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate
<br />federal court within the State of Minnesota. If any provision of this contract is held invalid, illegal or unenforceable, the
<br />remaining provisions will not be affected.
<br />17. Successors and Assigns
<br />The City and GRG, respectively, bind themselves, their partners, successors, assigns, and legal representatives to
<br />the other party to this agreement and to the partners, successors, assigns, and legal representatives of such other
<br />party with respect to all covenants of this agreement. Neither the City nor GRG shall assign, sublet, or transfer any
<br />interest in this agreement without the prior written consent of the other.
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