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B. Workers' Compensation and Employers' Liability. Where applicable, Workers' Compensation as required by Minnesota Statutes. C. Subgrantee shall provide Subgrantor with prior notice of any lapse in the insurance required under this Subgrant Agreement including cancellation, and/or non -renewal or material change in coverage. The above sub -paragraphs establish minimum insurance requirements, and it is the sole responsibility of Subgrantee to purchase and maintain additional coverages as it may deem necessary in connection with this Subgrant Agreement. D. Nothing in this Subgrant Agreement shall constitute a waiver by Subgrantor, Authority, or Ramsey County of any statutory or common law immunities, limits, or exceptions on liability. Section 2.02 Indemnification. Subgrantee shall defend, hold harmless and indemnify Subgrantor, Authority, Ramsey County, their collective elected and appointed officials, officers, agents and employees from and against all claims, liability, costs expenses, loss or damages of any nature whatsoever, including reasonable attorney's fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Subgrant Agreement and any of its operations or activities related thereto. The provisions of this paragraph shall survive the termination of this Subgrant Agreement. This indemnification shall not be construed as a waiver on the part of either Subgrantee, Subgrantor, Authority, or Ramsey County of any immunities or limits on liability provided by applicable Minnesota law. ARTICLE 3 SUBGRANTEE REPRESENTATIONS AND WARRANTIES Section 3.01 Subgrantee represents and warrants that it is duly organized in good standing under applicable laws of the State of Minnesota and that it has legal authority to execute, deliver, and perform its obligations under this Subgrant Agreement. Subgrantee further represents and warrants that executing this Subgrant Agreement will not violate any provisions of Subgrantee's organizational documents, the laws of the State of Minnesota or the United States of America, or cause a breach or default of any other agreement to which Subgrantee is a party. Section 3.02 The execution and delivery of this Subgrant Agreement, and the performance by Subgrantee of its obligations hereunder, do not and will not violate or conflict with any provision of law and do not and will not violate or conflict with, or cause any default or event of default to occur under any agreement binding upon Subgrantee. Section 3.03 The execution and delivery of this Subgrant Agreement has been duly approved by all necessary action of Subgrantee, and this Subgrant Agreement has in fact been duly executed and delivered by Subgrantee and constitutes its lawful and binding obligation, legally enforceable against it. Section 3.04 Subgrantee warrants that it has fully complied with all applicable state and federal laws pertaining to its business and will continue to comply throughout the terms of this D-4