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attached hereto,up to the maximum amount set forth in Exhibit"D." Upon receipt of LGC's invoice,
<br /> Partner shall notify LGC if it has any exceptions to LGC's invoice. When LGC and Partner are in
<br /> agreement on the terms of LGC's invoice,Partner shall submit the invoice for payment. The Partner
<br /> shall reimburse LGC within thirty(30)days of receiving the invoice.
<br /> 4. Term. The term of this Agreement shall commence and LGC's duties and responsibilities under
<br /> this Agreement shall begin as of the date first written above and shall continue, as agreed to in the
<br /> timeline defined in Exhibit"E". This agreement is subject to earlier termination as provided herein,
<br /> until the services are complete and all compensation and reimbursable expenses are paid to LGC.
<br /> This agreement may be terminated at anytime by either party for good cause. This agreement may be
<br /> terminated by either party,without cause,upon 30 days written notice to the non-terminating party.
<br /> 5. Excuse of Performance. LGC's obligation to perform the services specified in this contract shall
<br /> be excused if the performance is prevented or substantially delayed due to circumstances not
<br /> caused,in whole or in part,by LGC, including any such circumstances caused by the Partner.
<br /> 6. Independent Contractor. It is the intent of the parties that LGC is and shall remain an
<br /> independent contractor, and LGC shall (i) comply in all material respects with all the laws, rules,
<br /> ordinances, regulations and restrictions applicable to the services, and (ii) pay all federal and state
<br /> taxes applicable to LGC, whether levied under existing or subsequently enacted laws, rules or
<br /> regulations. The parties hereto do not intend to create an employer-employee or master-servant
<br /> relationship of any kind, and LGC, their staff, employees, agents and representatives shall not be
<br /> considered or given status as an employee of Partner.
<br /> 7. Insurance. LGC agrees to maintain: (1) commercial general liability insurance with minimum
<br /> limits of $1,000,OOO,and $2,000,000 in the aggregate, written on an occurrence form basis,
<br /> protecting Partner, its Council, officers, agents, employees and volunteers as additional insureds
<br /> from claims for personal injury(including bodily injury and death) and property damage which may
<br /> arise from on in connection with the performance of LGC's Services to Partner in this agreement or
<br /> from or out of any act or omission of LGC, its officers, directors, agents, subcontractors or
<br /> employees; (2) professional liability insurance with minimum limits of $1,000,000 protecting
<br /> Partner, its Council, officers, agents, employees and volunteers as additional insureds ; and (3)
<br /> worker's compensation insurance as required by law and hired and non-owned auto insurance with
<br /> minimum limits of $1,000,000 for each accident protecting Partner, its Council, officers, agents,
<br /> employees and volunteers as additional insureds. If requested, LGC shall provide a certificate of said
<br /> insurance and copies of additional insured endorsements mentioned above to the Partner within 10
<br /> days of the execution of this Agreement.
<br /> 8. Limitation of Liabilitv. With regard to the services to be performed by the LGC pursuant to the
<br /> terms of this Agreement, LGC will defend, indemnify and hold harmless Partner and its officers,
<br /> agents, employees and volunteers from and against all claims, damages, losses and expenses
<br /> including attomey fees arising out of the performance of the Services, caused in whole or in part by
<br /> the willful misconduct or any negligent act or omission of LGC, any subcontractor, anyone directly
<br /> or indirectly employed by any of them or anyone for whose acts any of them may be liable, except
<br /> where caused by the sole negligence or willful misconduct of Partner.
<br /> REV:12/19/14 PT
<br /> Page 2 of 13
<br /> ATTY/AGR.2014.265/Local Government Commission
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