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:
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