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Agreement shall be construed so as to Find FIRM to be an employee of CITY. FIRM
<br />shall not be entitled to any of the rights, privileges, oi• benefits of enlployees of CITY,
<br />incltiding but not limited to, workers' compensation, 3�ealth/death benefits and
<br />indemniiication for tllird-party personal injury/property damage claims. FIRM
<br />aclrnowledges and agrees that no withholding or deduction for state or federal income
<br />taxes, FICA, FUTA, or otherwise, will be 7nade fi�om the payments due FIRM and that
<br />it is PIRM's sole oblig�tion to comply with the applicable provisions of all federal and
<br />state tax laws. FIRM shall at all times be free to exercise initiative, judglnent and
<br />discretion as to how to best perfoi-�i7 or provide seivices identified herein. FIRM is
<br />responsible for hiring sufficient worlcers to perform the services/duties required by this
<br />Agreement, withholding tlieir taxes, and paying all other einployinent tax obligations
<br />on their behalf.
<br />12. DATA PRACTICES: All data collected, created, received, inaintained or disseminated
<br />for any puiposes by the activities of FIRM because of this Agreement is governed by
<br />the Minnesota Government Data Pi•actices 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 fi•om CITY.
<br />13. AUDITS: Piu�suant to Minn. Stat. �§ 6.551 and 16C.05, subd. 5, FIRM agrees that
<br />CITY, the State Auditoi•, or any of tlieir duly authorized z•epresentatives, may examine
<br />any books, records, elocuments and the accounting practices and procedures of FIRM.
<br />If either CITY or FIRM requests that tlle State Auditor conduct such an examination,
<br />then the requesting party is liable foi• the costs of the examination.
<br />14. INDEMNIFICATION AND INSURANCE: FIRM agrees it will defend, indemnify
<br />and hold ha1-mless CITY, its officers and ernployees 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 Agreemexit. FIRM further agrees that in order to protect itself as
<br />well as CITY under the indemnity provision set foz�th above, it will at all times during
<br />tile teim of this Agreement keep in force lawyers professional liability insurance with a
<br />coverage amount of not less than $1,000,000 per claim.
<br />CITY agrees it will defend, indemnify and hold harmless I'IRM, 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 r•elated to performance of this Agreement.
<br />15. CONFLICTS OF INTEREST: FIRM shall use its best efforts to meet all professional
<br />obligations to avoid conflicts of interest and appearances of impropriety in representation
<br />of CITY. It is the intent of FIRM to refi•ain fi•om handling legal matters for any other
<br />person or entity that may pose a conflict of interest.
<br />Contract for Civil Legal Services Page 5 of 7
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