3.5. SR 09-09-1996 - Laserfiche WebLink

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Minnesota Municipal Utilities Association PART IV- STANDARD TERMS AND CONDITIONS INDEPENDENT CONTRACTOR: In the performance of services hereunder, MMUA is an independent contractor and shall not be considered an employee, agent or representative of Elk River for any purpose. The services performed by MMUA under this Agreement are solely for the benefit of Elk River. Nothing contained in this Agreement shall create any duties, liabilities, or obligations on the part of MMUA toward any person other than Elk River. STANDARD OF CARE/INDEMNIFICATION: Elk River acknowledges that MMUA undertakes to provide the services described herein to Elk River as a member of MMUA and, similarly to other members of MMUA, consistent with its nonprofit purpose and that in so doing, MMUA affords to Elk River a convenience, cost savings and efficiency otherwise not available to Elk River from other service providers. Elk River acknowledges that MMUA will exercise its best efforts to perform the described services in accordance with current rules and practices but acknowledges that the ultimate responsibility for an interpretation of law lies with Elk River and its City Attorney and the application of such law and of the appropriate methods and practices also lies with Elk River in the exercise of its best judgement with reasonable and due regard for the safety of its employees and other third persons. MMUA assumes no responsibility under this Agreement other than to render the services called for in good faith. It shall not be responsible for any action of Elk River, its agents, or employees in following or declining to follow any advice or recommendation of MMUA. MMUA shall only be liable to Elk River by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties and, subject to the foregoing, none of the MMUA, its members, directors, officers or employees shall be liable to Elk River or to any official employee or agent of Elk River or any person claiming against or by virtue of its relationship with Elk River. Elk River shall defend, indemnify and hold harmless MMUA against any and all claims, civil or criminal, made by any person against MMUA, the Regional Safety Coordinator or any director, employee or agent of MMUA which arises from or in any manner is related to this Agreement or the subject matter of this Agreement and from and against any and all costs and expenses arising from or related thereto. SCOPE AND SCHEDULE CHANGES: The fees agreed to in Part III constitute MMUA's estimate of the effort and charges required to perform the services described in Pan I. Services not expressly set forth in this Agreement are excluded from the obligations of MMUA. IfMMUA is delayed in performing its services hereunder by any act of war, force majeure or other circumstance beyond its control, then the schedule of performance shall be extended for the number of days as the occurrence delays performance and the compensation Page 4