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<br />Page 3 of 7 Standard Agreement For Professional Services <br /> <br />11. Independent Consultant. At all times and for all purposes herein, the Consultant <br />is an independent contractor and not an employee of the City. No statement herein <br />shall be construed so as to find the Consultant an employee of the City. <br /> <br />12. Non-Discrimination. During the performance of this Agreement, the Consultant <br />shall not discriminate against any employee or applicant for employment because of <br />race, color, creed, religion, national origin, sex, marital status, status with regard to <br />public assistance, disability, or age. The Consultant shall post in places available to <br />employees and applicants for employment, notices setting forth the provision of this <br />non-discrimination clause and stating that all qualified applicants will receive <br />consideration for employment. The Consultant shall incorporate the foregoing <br />requirements of this paragraph in all of its subcontracts for program work, and will <br />require all of its subcontractors for such work to incorporate such requirements in all <br />subcontracts for program work. <br /> <br />13. Assignment. Neither party shall assign this Agreement, nor any interest arising <br />herein, without the prior written consent of the other party. <br /> <br />14. Services Not Provided For. No claim for services furnished by the Consultant not <br />specifically provided for in Exhibit A shall be honored by the City. <br /> <br />15. Severability. The provisions of this Agreement are severable. If any portion hereof <br />is, for any reason, held by a court of competent jurisdiction to be contrary to law, <br />such decision shall not affect the remaining provisions of this Agreement. <br /> <br />16. Entire Agreement. The entire agreement of the parties is contained herein. This <br />Agreement supersedes all oral agreements and negotiations between the parties <br />relating to the subject matter hereof as well as any previous agreements presently in <br />effect between the parties relating to the subject matter hereof. Any alterations, <br />amendments, deletions, or waivers of the provisions of this Agreement shall be valid <br />only when expressed in writing and duly signed by the parties, unless otherwise <br />provided herein. <br /> <br />17. Compliance with Laws and Regulations. In providing services hereunder, the <br />Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to <br />the provisions of services to be provided. The Consultant and City, together with <br />their respective agents and employees, agree to abide by the provisions of the <br />Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and <br />Minnesota Rules promulgated pursuant to Chapter 13. Any violation of statutes, <br />ordinances, rules and regulations pertaining to the services to be provided shall <br />constitute a material breach of this Agreement and entitle the City to immediately <br />terminate this Agreement. <br /> <br />18. Waiver. Any waiver by either party of a breach of any provision of this Agreement <br />shall not affect, in any respect, the validity of the remainder of this Agreement. <br /> <br />19. Indemnification. Consultant agrees to defend, indemnify and hold harmless the <br />City and its officials, employees and agents from any liability, claims, damages, costs,