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11. Acknowledgment of Professional Services.The Services provided by Contractor are
<br />professional consulting services. Contractormay provide reports and recommendations
<br />thatmaybebased oninformation supplied by City, its officials, officers, employees,
<br />representatives,subcontractors, and agents,obtainedin thecourse of Services or through
<br />consultations, publicly available, or Contractor’sexperience.Servicesaresubject to
<br />inherent uncertainty. Services are not, do not constitute, and are not intended to be a
<br />substitutefor City’s acts or omissions or legal advice and counsel. Contractor does not
<br />provide legal or regulatory advice, and in all instances Contractor directs Citytoits
<br />municipal counsel for legal advice. Contractor does not perform criminal investigations.
<br />City acknowledges and agrees that to the fullest extent allowed by law, Servicesare
<br />provided without any representation or warranty. Contractor does notpromiseor guarantee
<br />any future performance or outcome as a result of City’s receipt of Services.
<br />12. Compliance with Laws andRegulations. The Contractor shall comply with all federal,
<br />state and local laws, statutes, ordinances, rules and regulations in the performance of the
<br />Work.
<br />13. Non-Discrimination. During theperformanceofthis Agreement, the Contractor shall not
<br />discriminate against any person, contractor, vendor, employee or applicantfor employment
<br />because of race, color, creed, religion, national origin, sex, marital status, status with regard
<br />to public assistance, disability, sexual orientation or age. The Contractor shall post in
<br />places available to employees and applicants for employment, notices setting forth the
<br />provisions of this non-discrimination clause and stating that all qualified applicants will
<br />receive consideration for employment. The Contractor shall incorporate the foregoing
<br />requirements in all of its subcontracts for Work done under this Agreement and will require
<br />all of its subcontractors performing such Work to incorporate such requirements in all
<br />subcontracts for the performance of the Work. The Contractor further agrees to comply
<br />with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq.,
<br />Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act.
<br />14. Data PracticesAct Compliance.Contractor acknowledges that all data provided,
<br />produced, or obtained under this Agreement shall be protected, maintained, and
<br />administered in accordance with the Minnesota Government Data Practices Act, Minnesota
<br />Statutes Chapter 13 (the “Act”), and that, with regard to such data, Contractor must comply
<br />with the Act as if it were a government entity. Contractor will immediately report to the
<br />City any requests from third parties for information relating to this Agreement.
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<br />15. Audit Disclosure. Under Minnesota Statutes, Section 16C.05, subd. 5, Contractor’s
<br />books, records, documents, and accounting procedures and practices relevant to this
<br />Agreement, including books and records of any approved subcontractors, are subject to
<br />examination by the City and/or the State Auditor or Legislative Auditor, as appropriate, for
<br />a minimum of six (6) years after the termination of this Agreement.
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<br />16. Indemnification. Each Party agrees to defend, indemnify and hold the other Party, and its
<br />officers, agents, employees, and representatives harmless from and against all liability,
<br />claims, damages, costs, judgments, losses and expenses, including but not limited to
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