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<br />Agreement for Compensation Update Services Page 5 of 7
<br />acknowledges and agrees that no withholding or deduction for state or federal income
<br />taxes, FICA, FUTA, or otherwise, will be made from the payments due FIRM and that
<br />it is FIRM’s sole obligation to comply with the applicable provisions of all federal and
<br />state tax laws. FIRM shall at all times be free to exercise initiative, judgment and
<br />discretion as to how to best perform or provide services identified herein. FIRM is
<br />responsible for hiring sufficient workers to perform the services/duties required by this
<br />Agreement, withholding their taxes, and paying all other employment tax obligations
<br />on their behalf.
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<br />8. DATA PRACTICES: All data collected, created, received, maintained or disseminated
<br />for any purposes by the activities of FIRM because of this Agreement is governed by
<br />the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as
<br />amended, the Minnesota Rules implementing such act now in force or as adopted, as
<br />well as federal regulations on data privacy. This paragraph does not create a duty or
<br />any obligation on the part of FIRM to provide access to public data to the public
<br />for inspection or otherwise if the public data are available from CITY.
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<br />9. AUDITS: Pursuant to Minn. Stat. §§ 6.551 and 16C.05, subd. 5, FIRM agrees that
<br />CITY, the State Auditor, or any of their duly authorized representatives, may examine
<br />any books, records, documents and the accounting practices and procedures of FIRM.
<br />If either CITY or FIRM requests that the State Auditor conduct such an examination,
<br />then the requesting party is liable for the costs of the examination.
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<br />10. INDEMNIFICATION AND INSURANCE: FIRM agrees it will defend, indemnify
<br />and hold harmless CITY, its officers and employees against any and all liability, loss,
<br />costs, damages and expenses which CITY, its officers or employees may hereafter
<br />sustain, incur, or be required to pay arising out of FIRM’s negligence related to
<br />performance of this Agreement. FIRM further agrees that in order to protect itself as
<br />well as CITY under the indemnity provision set forth above, it will at all times during
<br />the term of this Agreement keep in force lawyers professional liability insurance with a
<br />coverage amount of not less than $1,000,000 per claim.
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<br />CITY agrees it will defend, indemnify and hold harmless FIRM, its officers and
<br />employees against any and all liability, loss, costs, damages and expenses which
<br />FIRM, its officers or employees may hereafter sustain, incur, or be required to pay
<br />arising out of CITY’s negligence related to performance of this Agreement.
<br />Nothing herein shall be deemed a waiver by CITY of the limitations on liability set
<br />forth in Minnesota Statutes, Section 466.04, as amended from time to time, and CITY’s
<br />obligation to indemnify, hold harmless and defend FIRM shall be limited by the
<br />limitations on liability set forth in Minnesota Statutes, Section 466.04. FIRM and
<br />CITY specifically agree and acknowledge that the above described indemnification and
<br />hold harmless provisions shall survive the termination of this agreement.
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<br />11. USE OF ELECTRONIC COMMUNICATION DEVICES: FIRM is authorized to
<br />utilize email without encryption to transmit and receive confidential client information
<br />and to use cellular telephones and other wireless devices for the same purposes. CITY
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