2025 5 12 Work Session Packet 1

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ARTICLE 9. CONTROLLING LAW 
This Contract shall be governed by and construed by the laws of the State of Tennessee. The exclusive 
venue for any litigation between the parties shall lie in the Circuit Court for McMinn County, Tennessee. 
Both parties waive and surrender any right to a jury trial. 
ARTICLE 9.1 ALTERNATE DISPUTE RESOLUTION 
Both parties shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable 
manner and agree that if an informal resolution cannot be achieved, the parties shall submit the matter 
to a mutually agreed upon mediator in an attempt to resolve the dispute through the mediation process. 
Such mediation process shall be initiated by a request in writing by either party.   If mediation is 
unsuccessful then either party may initiate a legal proceeding within the State Courts located within 
McMinn County, Tenn.   The prevailing party in any legal proceeding hereunder by and between the 
parties shall be entitled to their reasonable attorney’s fees and court costs incurred in said legal 
proceeding(s). 
ARTICLE 10. RELATION OF THE PAR
 TIES 
The performance by Contractor of its duties and obligations under this Contract shall be that of an 
independent contractor. This Contract shall not be construed to create an employment relationship, 
agency relationship, joint venture, or partnership between the parties. Any person performing services 
pursuant to this Contract is an employee of Contractor and not an employee of the City of Athens. 
ARTICLE 11. NON-ASSIGNMENT 
Contractor shall not have the right to assign this Contract in whole or in part. 
ARTICLE 12. ENTIRE CONTRA CT 
This Contract constitutes the entire understanding and agreement between the parties hereto and 
supersedes all prior and contemporaneous written and oral agreements between the parties regarding 
the subject matter of this contract. 
ARTICLE 13. CONTRACT DOCUME
 NTS 
It is mutually agreed by both parties that the following documents are made part of this contract and 
are incorporated herein by reference as if copied verbatim: 
a. 
b. Contractor’s written response
ARTICLE 14. ADDITIONAL ITEMS 
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