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<br />or to any other person or persons for any third party claim, demand, damage, or
<br />cause of action of any kind, nature, or character, including intentional acts, arising
<br />out of or by reason of the performance of this Agreement by Consultant. The
<br />Consultant, and the Consultant's successors or assigns, agree to protect, defend and
<br />save the City, and its officers, agents, and employees, harmless from all third party
<br />claims, demands, damages, and causes of action, to the extent caused by the
<br />negligence or wrongful acts of Consultant, and the costs, disbursements, and
<br />expenses of defending the same, including but not limited to, attorneys fees,
<br />consulting services, and other technical, administrative or professional assistance.
<br />b. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or
<br />limitation of any immunity or limitation on liability to which the City is entitled
<br />under Minnesota Statutes, Chapter 466, or otherwise.
<br />7. Assignment. This Agreement shall not be assigned, sublet, or transferred, in
<br />whole or in part without the prior written approval of the City.
<br />8. Conflict of Interest. The Independent Contractor shall use best efforts to meet
<br />all professional obligations to avoid conflicts of interest and appearances of impropriety in
<br />representation of the City. In the event of a conflict, the Independent Contractor, with the prior
<br />written consent of the City, shall arrange for suitable alternative services.
<br />9. Compliance with Laws. The Consultant shall comply with all applicable
<br />Federal, State, and local laws, rules, ordinances, and regulations at all times and in the
<br />performance of the services pursuant to this Agreement.
<br />10. Notices. Any notices permitted or required by this Agreement shall be deemed
<br />given when personally delivered or upon deposit in the United States mail, postage fully prepaid,
<br />certified, return receipt requested, addressed to:
<br />Consultant: Greater Metropolitan Housing Corporation
<br />15 South 5"' Street, Suite 710
<br />Minneapolis, MN 55402
<br />ATTN: Suzanne Snyder
<br />City: City of Saint. Anthony Village
<br />3301 Silver Lake Road
<br />Saint Anthony, MN 55418-1699
<br />Or such other address as either party may provide to the other by notice given in accordance with
<br />this provision.
<br />11. Entire Agreement. This Agreement, any attached exhibits and any addenda or
<br />amendments signed by the parties shall constitute the entire agreement between the City and the
<br />Consultant, and supersedes any other written or oral agreements between the City and the
<br />N.us.3166730.04
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