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5.3 Any dispute under Section 5.1 of this Agreement that cannot be resolved by the
<br />City Managers may be submitted to mediation through the State of Minnesota Bureau
<br />of Mediation Services, the cost of which shall be borne equally between the parties.
<br />5.4 In the event either party determines that there has been a breach of the provisions
<br />of this Agreement or a related Task Order which cannot be resolved by the City
<br />Managers, the Agreeinent or related Taslc Order may be terminated as described in
<br />Section 3.
<br />SECTION 6 - INDEPENDENT CONTRACTOR
<br />A Provider is, and shall at all times be, deemed to be an independent contractor in the
<br />provision of the Services set forth in this Agreement. Nothing in this Agreement shall be
<br />deemed or construed as creating ajoint venture orpartnership between the Parties.
<br />Neither Party is by virtue of this Agreement authorized as an agent, employee, or legal
<br />representative of the other Party, and the relationship of the Parties is, and at all tirnes
<br />will continue to be, that of independent contractors. A Provider shall retain all authority
<br />and responsibility for the provision of Services, standards of performance, discipline and
<br />control of personnel, and other matters incident to the performance of services by a
<br />Provider pursuant to this Agreernent. A Provider shall comply with all relevant Federal,
<br />State, and rnunicipal laws, rules, and regulations. Nothing in this Agreement shall make
<br />any employee of the Recipient jurisdiction, an employee of a Provider jurisdiction or any
<br />employee of a Provider jurisdiction, an employee of the Recipient jurisdictions for any
<br />purpose, including but not limited to, withholding of taxes, payrnent of benefits, workers'
<br />compensation benefits, or any other rights or privileges afforded said employees by
<br />virtue of their employment.
<br />SECTIOlV 7 - ASSIGNMENT/SUBCONTI2ACTING
<br />Neither the Recipient nor the Provider shall transfer or assign, in whole or in part, any or
<br />all of their respective rights or obligations under this Agreement without the prior written
<br />consent of the other.
<br />SECTION 8- HOLTI HARMLESS INDEMNIFICATION
<br />8.1 Each party agrees to indemnify, defend, save and hold harmless the other, its
<br />officials, employees and agents from any and all liability, demands, claims, causes of
<br />action, suits or judgments, including costs, attorney fees and expenses incurred in
<br />connection therewith, or whatsoever kind or nature, arising out of, or in connection with,
<br />or incident to, its negligent acts or omissions under this Agreement. Without limiting the
<br />generality of the foregoing, the parties further expressly agree to indemnify, defend, save
<br />and hold harmless the other party, its officials, employees, and agents, from and against
<br />any and all liability, claims, demands, losses, damage, costs, causes of action, suits or
<br />judgments, including attorney fees, costs or expenses incurred in connection therewith,
<br />for deaths or injuries to person arising out of, in connection with, or incident to the
<br />performance of this Agreement by a Provider, its officials, employees, or agents.
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