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RCA—Financial Crimes Services (FCS) Page 6 of 8 I B. The City shall be exempt from payment of all unemployment insurance, FICA, retirement, life and 2 medical insurance and workers' compensation insurance for any and all of FCS employees and agents. 3 Payment of insurance premiums, tax withholding, and all other benefits are strictly FCS responsibility. 4 5 17. 'Yubcontractor - FCS shall neither subcontract any portion of the work to be performed under this 6 Agreement nor assign this Agreement without the prior written approval of the authorized agent of the 7 City. FCS shall ensure and require that the subcontractor agrees to and complies with all of the terms of 8 this Agreement. Any subcontractor of FCS used to perform any portion of this Agreement shall report 9 to and bill FCS directly. FCS shall be solely responsible for the breach, performance, or nonperformance 10 of any subcontractor. II 12 18. Data Practice - FCS agrees to comply with the Minnesota Government Data Practices Act and all other 13 applicable state and federal laws relating to data privacy or confidentially. FCS will immediately report 14 to the department head signing this agreement any request from a third party for information relating to 15 this agreement. The City agrees to promptly respond to inquiries from FCS concerning data request. 16 FCS agrees to hold the City, its officers, department head and employees harmless from any claims 17 resulting from the Contractor's unlawful disclosure or use of data protected under state and federal laws. 18 19 19. Compliance with the Law - FCS agrees to abide by the requirements and regulations of The American 20 with Disabilities Act of 1990 (AIWA), the Minnesota Human Rights Act (Minn. Stat. C.363)1, and Title 21 VII of the Civil Rights Act of 1964. These laws deal with discrimination based on race, gender, 22 disabilities,, religion, and with sexual harassment. The city agrees to promptly supply all necessary 23 clarifications. Violation of any of the above can lead to the termination of this Agreement. 24 25 20. Entire Agreement - This entire Agreement supersedes any and all other Agreements, either oral or 26 written,, between the parties hereto with respect to the subject matter hereof, and contains all of the 27 Agreements between the parties with respect to said matter. Each party to this Agreement acknowledges 28 that no representations, inducements, promises, or Agreements, oral or otherwise, have been made by 29 either party which are not embodied herein, and that no other Agreements,, statements,, or promises not 30 contained within this Agreement shall be valid or binding. The laws of Minnesota and the United States 31 of America shall govern all provisions within this Agreement. 32 33 I. Audits and Inspections - The City Attorney's office or designated representative or other governmental 34 agency exercising regulatory function over the City's business activities, while exercising reasonable, 35 non-disruptive procedures, may inspect FCS records at anytime. 36 37 22. Notice – Any notice to be given hereafter by either party to the other,, shall be in writing and may be 38 affected by personal delivery, or by registered mail, return receipt requested, addressed to the proper 39 party, at the following addresses.- 4O 41 City of Roseville Financial Crimes Services 4�2 2660 Civic Center Drive 406 Main Street Suite 200 43 Roseville,, MN 551 13 Red Wing, MN 55066-2398 44 Att.- Att.- Scott Adkisson