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any and all liability, claims, demands, losses, damage, costs, causes of action, suits or
<br />judgments, including attorney fees, costs or expenses incurred in connection therewith,
<br />for deaths or injuries to person arising out of, in connection with, or incident to the
<br />performance of this Agreement by a Provider, its officials, employees, or agents.
<br />Provided,, however,, that this provision does not indemnify a Recipient against liability for
<br />damages arising out of the Recipient's failure to abide by reasonable industry and user
<br />standards and the reasonable requirements provided by a Provider which include, but are
<br />not limited to, procedures, guidelines, and security instructions for proper use, user
<br />maintenance,, and mandatory user security responsibilities.
<br />8.2 Section 8.1 of this Agreement shall include any claim made against a Recipient
<br />by an employee of the Provider or subcontractor or agent of the Provider, even if the
<br />Provider is thus otherwise immune from liability pursuant to the Minnesota workers'
<br />compensation law provided, however, this paragraph does not purport to indemnify the
<br />Recipient against the liability for damages arising out of bodily injuries to person
<br />caused by, or resulting from, the sole negligence of the Recipient, its elected' officials,
<br />officers,, employees and agents.
<br />8.3 Section 8.1 of this Agreement shall further include any claim made against either
<br />party regarding payment of any taxes other than state sales tax on tangible goods.
<br />8.4 In the event of litigation between the parties to enforce rights under this section,
<br />each party shall bear its own attorney's fees and costs.
<br />SECTION 9 - NOTICE
<br />9.1 Notices. Except as otherwise provided, any notices to be given under Section 3 of
<br />this Agreement or termination of any Task Order shall be in writing and shall, at a
<br />minimum,, be delivered electronically or postage prepaid and addressed to.-
<br />If to Maplewood.-
<br />City of Maplewood
<br />c/o City Manager
<br />1830 County Road B East
<br />Maplewood, MN 55109
<br />or if to Roseville.-
<br />City of Roseville
<br />c/o City Manager
<br />2660 Civic Center Drive
<br />Roseville,, MN 55113
<br />9.2 Choice of Law; Consent to Jurisdiction. This Agreement shall be construed in
<br />accordance with,, and governed in all respects by, the internal laws of the State of
<br />Minnesota.
<br />9.3 Force Majeure. Neither Party will be liable for delays or failure to perform
<br />Services if due to any cause or conditions beyond its reasonable control, including, but
<br />not limited to,, delays or failures due to acts of God,, natural disasters, acts of civil or
<br />military authority, fire, flood, earthquake, strikes, wars, or utility disruptions (shortage of
<br />I
<br />power).
<br />Information Technology Shared Service Agreement Page 5 of 10
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