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44 45 4. Timelines: The City shall provide Greenhaven with a copy of the 46 Newsletter, as well. as a disk and/or E-file containing the Newsletter, 47 during the first week of the month of mailing. Greenhaven and the 48 City shall consult on initial ideas on layout. Greenhaven shall 49 provide a PDF copy of the layout to the City within five (5) days. 50 After the City's Communication Specialist reviews the layout, the 51 City shall approve or deny the layout within three (3) days. 52 53 II. Term. The term of this Agreement is a period of three years beginning on 54 May 1, 2010 and ending on April 30, 2013, and the Agreement shall be effective upon 55 the approval of the City Council and execution by the Mayor and City Manager. 56 Notwithstanding the foregoing, the City shall have the right, with or without cause, to 57 terminate the Agreement at any time by providing Greenhaven with written notice of its 58 intent to terminate the Agreement 30 days prior to termination. 59 60 III. Compensation. The City agrees to pay Greenhaven $4,690.00 per issue of 61 the Newsletter. The City reserves the right to determine the number of issues of the 62 Newsletter to be printed in any given year. Greenhaven shall submit itemized bills on a 63 per issue basis. Bills submitted shall be paid in the same manner as other claims made to 64 the City. For the purposes of this Agreement, the term "per issue" means per time the 65 Newsletter is printed (i.e. bi-monthly or other periodic period), and not individual copies 66 of the Newsletter. 67 68 IV. Governing Law and Compliance. The Agreement shall be governed by the 69 laws of the State of Minnesota. In providing services hereunder, Greenhaven shall abide 70 by all statutes, ordinances, rules and regulations pertaining to the provision of the 71 services to be provided. Any violation shall constitute a material breach of the 72 Agreement. 73 74 V. Indemnification. Greenhaven agrees to indemnify and hold the City, and 75 its officer's, agents and employees, harmless from any loss, claims, liability, damages, 76 judgments and expenses (including reasonable attorney's fees and expenses of litigation) 77 arising out of the failure of Greenhaven to perform its obligation under this Agreement. 78 79 VI. Subcontractor. Greenhaven shall not enter into subcontracts for any of the 80 services provided for in this Agreement without providing a detailed list of those 81 services, including the names and contact information of those service providers. 82 83 VII. Independent Contractor. At all times and for all purposes hereunder, 84 Greenhaven is an independent contractor and not an employee of the City. Nothing 85 contained herein shall be construed so as to snake Greenhaven or any of its employees an 86 employee or an agent of the City. 2