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The County shall not receive payment for work found by the City to be performed in violation of such laws, ordinances, rules and regulations or performed to the . ,/ satisfaction of the City. ^ Not j11 4. Termination: This Agreement may be terminated by mutual consent of the parties which is incorporated into a written instrument signed by both parties. 5. Indemnity: The County shall indemnify, save and hold harmless City of West Fargo and its employees and representatives from any and all claims of any nature, including costs, expenses, and attorney fees which may in any manner arise out of or result from acts or omissions in the performance of work or activities under this contract, except for any claim or portion of a claim that may arise out ofthe City of West Fargo's negligence. 6. Independent Contractor: The County shall perform as an independent contractor under this Agreement. No part of this Agreement shall be construed to create an employer- employee relationship. The County, its officers, employees, agents and representatives are not employees of the City for all purposes including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Federal Unemployment Act, the North Dakota Unemployment Compensation Law and the North Dakota Workers' Compensation Act. The County shall be responsible for, among other things, any federal or state taxes applicable to any payments under this Agreement. 7. Assignment: County shall neither assign nor transfer any rights or obligations under this Agreement without the prior written consent of the City. 8. Insurance: County is self-insured with limits ofliability as contained in North Dakota Century Code Chapter 32-12.01 and subject to all defenses as contained in North Dakota state law. 9. Applicable Law, Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. Venue for all legal proceedings arising out of this Agreement, or breach thereof, shall be in the state or federal court with competent jurisdiction in Cass County, North Dakota. 10. Assignment: The County shall not assign this Agreement. 11. Authority to Contract: The County shall not have the authority to contract for or on behalf of, or to incur obligations on behalf of, the City. However, the County may sub- contract with qualified providers of services, provided that any such sub-contract must acknowledge the binding nature of this Agreement, and incorporate this Agreement, together with any attachments. The County agrees to be solely responsible for the performance of any sub-contractor.