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New Brighton Comprehensive Plan Update <br />October 19, 2016 <br />Page 5 <br /> <br />488540v2 SJS NE136-8 <br />K. INDEMNIFICATION <br />The CONSULTANT and the CLIENT each agree to defend and indemnify each other from <br />liability for claims, losses, damages, or expenses (including reasonable attorney’s fees) to the <br />extent they are caused by each party’s respective negligent acts, errors, or omissions relating <br />to this Agreement. In the event the claims, losses, damages or expenses are caused by joint or <br />concurrent negligence of the CONSULTANT and the CLIENT, they shall be borne by each <br />party in proportion to its own negligence. <br /> <br />L. CONFLICT OF INTEREST <br />The CONSULTANT shall use best efforts to meet all professional obligations to avoid <br />conflicts of interest and appearances of impropriety. In the event of a conflict, the <br />CONSULTANT, with the consent of the CLIENT, shall arrange for suitable alternative <br />representation. The CONSULTANT agrees that it will not represent any other party or other <br />client which may create a conflict of interest in its work with the CLIENT. <br />M. TERM, TERMINATION, SUCCESSORS AND/OR ASSIGNS <br />1. The Term of this Agreement shall be concurrent with the work authorized and shall <br />be in accordance with the schedule to be established between the CLIENT and the <br />CONSULTANT. <br /> <br />2. Either party may terminate this Agreement by written notice to the other party at its <br />address by certified mail at least ten (10) days prior to the date of termination. <br /> <br />3. Neither the CLIENT nor the CONSULTANT shall assign, sublet or transfer its <br />interest in this Agreement without the written consent of the other. <br /> <br />4. The time schedule shall not apply and/or time extensions will be allowed for any <br />circumstances beyond the control of the CONSULTANT. <br /> <br />5. This Agreement shall be governed by and construed in accordance with the laws of <br />Minnesota. Any disputes, controversies, or claims arising under this Agreement shall <br />be heard in the state or federal courts of Minnesota and the parties waive any <br />objections to jurisdiction. <br /> <br />6. Upon termination, the CONSULTANT shall be entitled to fees earned through the <br />effective date of termination. <br /> <br />N. REVOCATION <br />If this Agreement is not signed and accepted by both parties within 90 days of the Agreement <br />date, it shall become null and void. <br /> <br />O. DATA PRACTICES ACT COMPLIANCE <br />Data provided, produced or obtained under this Agreement shall be administered in <br />accordance with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter