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purpose. The City retains the sole right and authority to recruit, hire, promote, discipline,
<br />demote, discharge, determine rates of pay for, establish the terms and conditions of
<br />employment of, and/or to direct and control the manner in which its employees and officers
<br />discharge their professional and work duties. The City is responsible for instructing and
<br />training its officers consistent with this Agreement. The City retains the sole right and
<br />authority to decide and direct which employees it will assign, at what times, under this
<br />Agreement. The City will be solely responsible for all employee wages, timesheets, payroll
<br />deductions, federal and state taxes, unemployment compensation contributions, social
<br />security taxes, and benefits of its employees. Neither the City nor its employees are entitled
<br />to receive any benefits, including but not limited to salary, vacation pay, sick leave,
<br />retirement benefits, social security, workers’ compensation, health disability,
<br />unemployment, and stock options that Rosedale may provide to its employees. It is
<br />understood that Rosedale will not provide and will not be responsible for workers’
<br />compensation insurance for any employee of the City. When rendering services at the Mall
<br />Premises, the City’s employees act solely as agents of the City.
<br />
<br />10. Assignment. The Parties will not assign this Agreement, nor its rights and/or obligations
<br />hereunder, without the prior written consent of the other Party.
<br />
<br />11. Compliance with Laws and Regulations. Both Parties abide with all federal, state and
<br />local laws, statutes, ordinances, rules and regulations in the performance of the Services.
<br />The City and Rosedale, together with their respective agents and employees, agree to abide
<br />by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as
<br />amended, and Minnesota Rules promulgated pursuant to Chapter 13.
<br />
<br />12. Waiver. Any waiver by either Party of a breach of any provisions of this Agreement will
<br />not affect, in any respect, the validity of the remainder of this Agreement or either Party’s
<br />ability to enforce a subsequent breach.
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<br />13. Indemnification. To the fullest extent permitted by law, each party agrees to defend,
<br />indemnify and hold harmless the other and their elected officials, members, board
<br />members, executive director, officers, agents, employees and representatives from and
<br />against all liability, claims, damages, costs, judgments, losses and expenses, including but
<br />not limited to reasonable attorney’s fees, arising out of or resulting from any of their own
<br />negligent or wrongful act or omission, its officers, agents, employees, contractors and/or
<br />subcontractors, pertaining to the performance or failure to perform the Services or other
<br />duties under this Agreement and against all losses resulting from their own failure to fully
<br />perform all of their respective obligations under this Agreement.
<br />
<br />14. Recitals. The recitals set forth above are incorporated herein by reference and are explicitly
<br />made part of this Agreement.
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<br />15. Governing Law. This Agreement will be controlled by the laws of the State of Minnesota.
<br />
<br />16. Counterparts. This Agreement may be executed in multiple counterparts, each of which
<br />will be considered an original.
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