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3 <br /> <br />11. Subcontracting. Nothing contained in this paragraph shall prevent the Consultant from employing <br />such independent consultants, associates, and subcontractors, as it may deem appropriate to assist <br />it in the performance of services hereunder. Notwithstanding the foregoing, the Consultant may <br />retain, at its expense, the services of consultant) for the Work. <br /> <br />12. Assignment. Neither the EDA nor the Consultant shall assign this Agreement or any rights under <br />or interest in this Agreement, in whole or in part, without the other party’s prior written consent. <br />Any assignment in violation of this provision is null and void. Unless specifically stated to the <br />contrary in any written consent to an assignment, no assignment will release or discharge the <br />assignor from any duty or responsibility under this Agreement. <br /> <br />13. Independent Contractor. The Consultant shall be deemed an independent contractor. The <br />Consultant’s duties will be performed with the understanding that the Consultant has special <br />expertise as to the services which the Consultant is to perform and is customarily engaged in the <br />independent performance of the same or similar services for others. The manner in which the <br />services are performed shall be controlled by the Consultant; however, the nature of the services <br />and the results to be achieved shall be specified by the EDA. The Consultant is not to be deemed <br />an employee or agent of the EDA or the City and has no authority to make any binding <br />commitments or obligations on behalf of the EDA or the City except to the extent expressly <br />provided herein. All services provided by the Consultant pursuant to this Agreement shall be <br />provided by the Consultant as an independent contractor and not as an employee of the EDA or the <br />City for any purpose, including but not limited to: income tax withholding, workers' compensation, <br />unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. <br /> <br />14. Compliance with Laws. The Consultant shall exercise due professional care to comply with <br />applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date the <br />Consultant agrees to provide the applicable services detailed in Exhibit A or any supplemental letter <br />agreement. <br /> <br />15. Notices. Any notices permitted or required by this Agreement shall be deemed given when <br />personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, <br />return receipt requested, addressed to: <br /> <br /> Consultant: Carey Dean <br /> 2015 131st Court NE <br /> Blaine, MN 55449 <br /> <br /> <br />EDA: Economic Development Authority of the City of Elk River <br /> 13065 Orono Parkway <br /> Elk River, MN 55330 <br /> Attention: Executive Director <br /> <br />Or such other address as either party may provide to the other by notice given in accordance with <br />this provision. <br />16. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing <br />party shall be entitled to recover from the losing party reasonable attorney fees incurred in the <br />proceeding, as set by the court, at trial, on appeal or upon review. <br />Page 91 of 104