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200631v1 <br /> <br />G. Waiver. In the particular event that either party shall at any time or times waive any breach of this <br />Agreement by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this <br />Agreement by either party, whether of the same or any other covenant, condition or obligation. <br /> <br />H. Governing Law/Venue. The laws of the State of Minnesota govern the interpretation of this Agreement. <br />In the event of litigation, the exclusive venue shall be in the District Court of the State of Minnesota for Dakota <br />County. <br /> <br />I. Severability. If any provision, term or condition of this Agreement is found to be or become <br />unenforceable or invalid, it shall not affect the remaining provisions, terms and conditions of this Agreement, <br />unless such invalid or unenforceable provision, term or condition renders this Agreement impossible to <br />perform. Such remaining terms and conditions of the Agreement shall continue in full force and effect and <br />shall continue to operate as the parties’ entire agreement. <br /> <br />J. Entire Agreement. This Agreement represents the entire agreement of the parties and is a final, complete <br />and all-inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s), <br />understandings or written or verbal representations made between the parties with respect thereto. Any <br />alterations of the provisions of this Agreement shall be valid only when expressed in writing and duly signed <br />by the parties. <br /> <br />K. Permits and Licenses; Rights‐of‐Way and Easements. The Contractor shall procure all permits and <br />licenses, pay all charges and fees therefore, and give all notices necessary and incidental to the construction <br />and completion of the Project. The City will obtain all necessary rights‐of‐way and easements. The Contractor <br />shall not be entitled to any additional compensation for any construction delay resulting from the City’s not <br />timely obtaining rights‐of‐way or easements. <br /> <br />L. Independent Contractor. The City hereby retains Contractor as an independent contractor upon the terms <br />and conditions set forth in this Agreement. Contractor is not an employee of the City and is free to contract <br />with other entities as provided herein. Contractor shall be responsible for selecting the means and methods of <br />performing the work. Contractor shall furnish any and all supplies, equipment, and incidentals necessary for <br />Contractor’s performance under this Agreement. City and Contractor agree that Contractor shall not at any <br />time or in any manner represent that Contractor or any of Contractor's agents or employees are in any manner <br />agents or employees of the City. Contractor shall be exclusively responsible under this Agreement for <br />Contractor’s own FICA payments, workers compensation payments, unemployment compensation payments, <br />withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be <br />paid by law or regulation. <br /> <br /> <br /> <br />CITY: CONTRACTOR: <br />CITY OF ORONO ________________________________ <br /> <br /> <br />BY: ___________________________ BY: ____________________________ <br />Dennis Walsh, Mayor Its <br /> <br /> <br />AND ___________________________ AND __________________________ <br />Anna Carlson, City Clerk Its <br /> <br /> <br /> <br />