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3. Manager's Authority. This Agreement is not one of employment by the Manager for <br />Owner but one with the Manager engaged independently in the business of managing <br />properties on its own behalf as an independent contractor. Nothing in this Agreement <br />shall be construed as creating a partnership, joint venture, or any other relationship <br />between the parties to this Agreement except that of owner and manager, or as requiring <br />Manager to bear any portion of losses arising out of or connected with the Premises. <br />4. Manager's Duties. Manager, acting on behalf of Owner, will perform the duties set forth <br />on Schedule A (attached hereto) in a diligent and efficient manner. Notwithstanding <br />anything to the contrary set forth herein, Manager’s duties and responsibilities shall be <br />limited to the duties and responsibilities specifically described herein and no additional <br />duties shall be implied. <br />5. Hold Harmless; Waiver of Subrogation. To the fullest extent permitted by law, <br />Manager agrees to defend and indemnify City, and its officers, employees, and <br />volunteers, from and against all claims, damages, losses, and expenses, including attorney <br />fees, arising out of or resulting from the performance of work under this Agreement; but <br />only to the extent caused in whole or in part by the negligent acts, errors or omissions of <br />Manager, Manager’s subcontractor(s), or anyone directly or indirectly employed or hired <br />by Manager, or anyone for whose acts Manager may be liable. Likewise, to the fullest <br />extent permitted by law, City agrees to defend and indemnify Manager, and its officers, <br />employees, and volunteers, from and against all claims, damages, losses, and expenses, <br />including attorney fees, arising out of or resulting from the ownership, management, <br />operation or maintenance of the Premises or the performance of work under this <br />Agreement; but only to the extent caused in whole or in part by the negligent acts, errors <br />or omissions of the City. These indemnity obligations shall survive the completion or <br />termination of this Agreement. Notwithstanding the foregoing, Owner and Manager each <br />waives, releases and discharges the other, but only to the extent of available insurance <br />proceeds, from all claims or demands which each may have or acquire against the other, <br />or against each other's subsidiaries, affiliates, directors, officers, agents, employees, <br />independent contractors or partners, with respect to any claims for any losses, damages, <br />liabilities or expenses (including attorneys' fees) incurred or sustained by either of them <br />on account of injury to persons or damage to property or business arising out of the <br />ownership, management, operation and maintenance of the Premises, regardless whether <br />any such claim or demand may arise because of the fault or negligence of the other party <br />or its subsidiaries, affiliates, officers, employees, directors, agents or independent <br />contractors. Each policy of insurance maintained in accordance with this Agreement <br />shall contain a specific waiver of subrogation reflecting the above. Notwithstanding any <br />of the foregoing, nothing in this Agreement constitutes a waiver by the Owner of any <br />statutory or common law liability immunity or limitation including, but not limited to, <br />those governed by Minnesota Statutes Chapter 466. <br />6. Restriction on Manager's Duties. Manager's duties are subject to the following <br />restrictions: <br /> <br />