Agenda - Council Work Session - 06/07/2011

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mowing season for the contract starts on the Monday of the first week of May to the Monday of the first week of October (inclusive). 2.5 Cancellation/Termination: If the Contractor defaults in its agreement to provide personnel or equipment to the City's satisfaction, or in any other way fails to provide service in accordance with the contract terms, the City shall promptly notify the Contractor of such default and if adequate correction is not made within seven (7) business days, the City may take whatever action it deems necessary to provide alternate services and may, at its option, immediately cancel this Contract with written notice. 2.6 Contract Validity: In the event one or more clauses of the Contract are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of the Contract. 2.7 Clarification of Responsibilities: If the Contractor needs clarification or deviation from the terms of the Contract, it is the Contractor's responsibility to obtain written clarification or approval from the Parks Supervisor of the City of Ramsey. 2.8 Litigation: This Contract and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota without reference to its conflicts of laws principles. The Contractor agrees that any litigation, action or proceeding arising out of this Contract, shall be instituted in a state court located in the State of Minnesota. 2.9 Indemnification: The Contractor agrees to be responsible for, and to protect, save harmless, and indemnify the City and its employees from and against all loss, damage, cost and expense (including attorney's fees) suffered or sustained by the Contractor or for which the City may be held or become liable by reason of injury (including death) to persons or property or other causes whatsoever, in connection with the operations of the Contractor or any subcontractor under this agreement. 2.10 Independent Contractor: Whether the Contractor is a corporation, partnership, other legal entity, or an individual, the Contractor is an independent contractor. If the Contractor is an individual, the Contractor's duties will be performed with the understanding that the Contractor is a self-employed person, has special expertise as to the services which the Contractor is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the services are performed shall be controlled by the Contractor; however, the nature of the services and the results to be achieved shall be 51