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as otherwise stated herein V. INDEMNIFICATION. The Contractor, and any and all officers, employees, subcontractors, and agents of the Contractor, or any other person engaged by the Contractor in the performance of work or services pursuant to this Agreement, shall indemnify, defend, and hold harmless the EDA and its officials, employees, contractors and agents fiom any loss, clahn, liability, and expense (including reasonable attorneys' fees and expenses of litigation) arising from, or based in the whole, or in any part, on any negligent act or omission by the Contractor, its officers, employees, subcontractors, and agents, or any other person engaged by the Contractor in the performance of work or services pursuant to this Agreement. In no event shall the EDA be liable to the Contractor for consequential, incidental, indirect, special, or punitive damages. VI. INSURANCE. The Contractor shall maintain reasonable insurance coverage throughout this Agreement. The Contractor agrees that before any of the Services can be performed, the Contractor shall procure at a minimum: Worker's Compensation Insurance as required by state law; and Commercial General Liability in an amount of not less than $1,500,000.00 per occurrence for bodily injury or death arising out of each occurrence, and $1,500,000.00 per occurrence for property damage. To meet the Commercial General Liability requirements, the Contractor may use a combination of Excess and Umbrella coverage. The Contractor shall provide the EDA with a current certificate of insurance including the following language: "The Mounds View Economic Development Authority is named as an additional insured with respect to the commercial general liability and umbrella or excess liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying coverages." Such certificate of liability insurance shall also contain a statement that such policies of insurance shall not be canceled or amended unless thirty (30) days' written notice is provided to the EDA, or ten (10) days' written notice in the case of non- payment. VII. CONFLICT OF INTEREST. The Contractor shall use best efforts to meet all professional obligations to avoid conflicts of interest and appearances of impropriety. VIII. MISCELLANEOUS PROVISIONS. A. Entire Agreement. This Agreement shall constitute the entire agreement between the EDA and the Contractor, and supersedes any other written or oral agreements between the EDA and the Contractor. This Agreement can only be modified in writing signed by the EDA and the Contractor. B. Data Practices Act Compliance. Data provided, produced or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. The Contractor will immediately report to the EDA any requests from third parties for information relating to this 590143v1MU205-49