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4. Insurance. It is the responsibility of the ATTORNEYS to purchase and maintain such insurance as will protect the ATTORNEYS from claims which may arise out of or result from legal services provided under the terms of this Agreement. Professional Liability/Errors and Omissions Coverage, shall be no less than $1,000,000 per claim and $2,000,000 aggregate. The ATTORNEYS will provide copies of all insurance policies to the JDA upon written request of the JDA. Nothing in this Agreement shall constitute a waiver by the JDA, the County or the City of any statutory or common law immunities, limits or exceptions to liability. S. Termination. The JDA may terminate this Agreement at any time by giving written notice to the ATTORNEYS. ATTORNEYS may terminate this Agreement at any time by giving thirty days (30) written notice to the JDA, and consistent with the Minnesota Rules of Professional Responsibility. In the event of termination, the ATTORNEYS will be paid by the JDA for all services provided in a satisfactory and timely manner up to the date of termination. G. Workplace Violence Prevention. The ATTORNEYS shall make all reasonable efforts to ensure that the ATTORNEYS' employees, officials and subcontractors do not engage in violence while performing under this contract. Violence is defined as words and actions that hurt or attempt to threaten or hurt people: it is any action involving the use of physical force, harassment, intimidation, disrespect or misuse of power and authority, where the impact is to cause pain, fear or injury. 7. Audit. Until the expiration of six years after the furnishing of services pursuant to this Agreement, the ATTORNEYS, upon written request, shall make available to the JDA, the State Auditor, or the JDA'S ultimate funding source, Ramsey County, or the City of Arden Hills a copy of this Agreement, and the books, documents, records, and accounting procedures and practices of the ATTORNEYS relating to this Agreement. .8. Data Practices. All data collected, created, received, maintained or disseminated for any purpose in the course of the ATTORNEYS' performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, or any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 9. Unavailability of Funding. The purchase of goods or services from the ATTORNEYS under this Agreement is subject to the availability and provision of funding from the United States, the State of Minnesota, the County, the City, or other funding sources, and the appropriation of funds from the Board of the JDA. The JDA may immediately terminate this Agreement if the funding for the contracted goods and services is no longer available or is not appropriated by the Board of the JDA. Upon receipt of the JDA'S notice of termination of the Agreement, the ATTORNEYS shall immediately discontinue the provision of legal services to the JDA in the above captioned matter, consistent with the Minnesota Rules of Professional Responsibility. Termination shall be treated as termination without cause and will not result in any penalty or expense to the JDA, or the ATTORNEYS. 2 420411v2 MTN KG400-11