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officials, officers or employees against any and all claims, lawsuits, damages, or lawsuits for
<br />damages arising from or allegedly arising from or related to the Project, including but not limited
<br />to Subgrantee's acts, failure to act, or failure to perform its obligations hereunder, and to pay the
<br />costs of and/or reimburse Subgrantor, Authority, Ramsey County, their officials, officers or
<br />employees for any and all liability, costs, and expenses (including without limitation reasonable
<br />attorney's fees) incurred in connection therewith. Subgrantor shall promptly notify Subgrantee of
<br />any claim made for any such damage or loss and afford Subgrantee and its counsel the opportunity
<br />to contest, compromise, or settle such claim.
<br />ARTICLE 6
<br />GENERAL PROVISIONS
<br />Section 6.01 Amendments. This Subgrant Agreement represents the entire agreement
<br />between Subgrantor and Subgrantee on the matters covered herein. No other agreement,
<br />statement, or promise made by any party, or by any employee, officer, or agent of any party that
<br />is not in writing and signed by all the parties to this Subgrant Agreement shall be binding.
<br />Subgrantor and Subgrantee may amend this Subgrant Agreement by mutual agreement and shall
<br />be effective only on the execution of written amendments signed by authorized representatives of
<br />Subgrantor and Subgrantee.
<br />Section 6.02 Equal Opportunity and Non-discrimination. Subgrantee will Comply with
<br />all federal, state and local laws prohibiting discrimination on the basis of age, sex, marital status,
<br />race, creed, color, national origin or the presence of any sensory, mental or physical handicap, or
<br />any other basis now or hereafter prohibited by law. Subgrantee will include in all solicitations for
<br />work on the Project, a statement that all qualified applicants will be considered for employment.
<br />The words "Equal Opportunity Employer" in advertisements shall constitute compliance with this
<br />section. Subgrantee will not discriminate, or allow any contractor, subcontractor, union or vender
<br />engaged in any activity in connection with the Project to discriminate against any employee or
<br />applicant for employment in connection with the Project because of age, marital status, race, creed,
<br />color, national origin, or the presence of any sensory, mental or physical handicap, except when
<br />there is a bona fide occupational limitation and will take affirmative action to insure applicants
<br />and employees are treated equally with respect to all aspects of employment, rates of pay and other
<br />forms of compensation, and selection for training.
<br />Section 6.03 Conflict of Interest. The members, officers, and employees of Subgrantee
<br />shall comply with all applicable state statutory and regulatory conflict of interest laws and
<br />provisions.
<br />Section 6.04 Severability. If one or more provisions of this Subgrant Agreement are
<br />found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the
<br />remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby,
<br />and all other provisions of this Subgrant Agreement shall remain in full force.
<br />Section 6.05 Time. Time is of the essence in the performance of the terms and conditions
<br />of this Subgrant Agreement.
<br />D-7
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