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employees. <br />9.2 Liability; Defense and Indemnification. <br />a. The Department shall defend and indemnify its officers (including Voting, <br />Alternate and Ex-Officio Directors on its Board) and employees to the extent <br />required by Minnesota Statutes, Section 466.07. <br />b. The Department shall hold harmless, defend and indemnify Members, their <br />officials, employees, and agents from and against any claims, suits, demands or <br />causes of action for any damages or injuries, including reasonable attorneys' fees, <br />based on allegations of negligence or omissions or willful misconduct of the <br />Department's employees, officers, or agents. The Department's duty to indemnify <br />will be limited to its applicable insurance coverage. <br />c. Under no circumstances, however, shall the Department be required to pay on <br />behalf of itself or any Member, any amounts in excess of the limits on liability <br />established in Minnesota Statutes, Chapter 466 applicable to any one Member. <br />The limits of liability for Members and the Department may not be added together <br />to determine the maximum amount of liability. The intent of this subdivision is to <br />impose on the Department a limited duty to defend and indemnify the Members <br />for claims arising out of the performance of this contract subject to the limits of <br />liability under Minnesota Statutes, Chapter 466, <br />SECTION 10 DISPUTE RESOLUTION <br />10.1 Dispute Resolution Process; Select Subiect Matters. <br />a. This Section 10.1 applies to the following categories of disputes, subject to the <br />provisions of Section 8, supra: <br />(1) Any dispute raised by a Member concerning a decision of the Board; <br />(2) The Board's inability to reach a majority decision due to a deadlock on a <br />matter that directly and primarily relates to the Department budget, hiring <br />or termination of personnel, changes to services provided or service level, <br />adding Additional Members and changes in the Department's service area.. <br />The Board and each individual Member shall not be prohibited from <br />seeking remedy from a court of competent jurisdiction in all other <br />circumstances, subject to compliance with Section 10.2 below. For <br />removal of doubt, this Dispute Resolution Process set forth in this Section <br />10.1 shall not apply to any Board or Member action to enforce a Member's <br />non-compliance with this Agreement including, without limitation, refusal <br />to timely fiind Department expenses as set forth in this Agreement. <br />b. The dispute resolution process consists of two steps. <br />235703v20 <br />