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<br />PAGE 5 <br /> <br />XVIII. SUCCESSORS IN INTEREST: <br />The provisions of this agreement shall be binding upon and shall inure to the benefit of the <br />parties hereto, and their respective successors and assigns. <br /> <br />XIX. INSURANCE AND LEGAL DEFENSE <br />It is the parties' intent that they each should pay any attorney's fees and legal defense costs <br />resulting from or arising out of this agreement in the same proportion that each party's liability <br />for the acts of its own officers, employees or agents bears to the parties' combined liability, if <br />any, or pay such fees and costs equally when a claim against both parties is resolved and neither <br />party is found liable, to the greatest extent the fees and costs are covered by the County's <br />liability coverage or self-retention fund. The parties further intend that they be represented by the <br />same attorney whenever reasonably possible and ethically permitted. <br /> <br />Provider shall secure and keep in force during the term of this Agreement, from a company or <br />pool authorized to provide the coverage in this County, general liability and errors and omissions <br />coverage with minimum liability limits of $250,000 per person and at least $500,000 per <br />occurrence covering its officers, employees, and agents for any and all claims of any nature <br />which may in any manner result from or arise out of this Agreement. Provider shall furnish a <br />certificate of insurance or memorandum of coverage and any endorsements required under this <br />agreement to the undersigned County representative prior to commencement of this agreement, <br />and shall also provide at least thirty (30) days' notice before such coverage of endorsements are <br />canceled or modified. <br /> <br />Provider shall also secure from its insurance company or government self-insurance pool a <br />limited endorsement stating that the company or pool will provide a legal defense to the County, <br />its officers, employees or agents, including attorney's fees, costs, disbursements, and other <br />expenses associated with such defense under this agreement, for any and all claims of any nature <br />brought by third parties against the County, its officers, employees or agents, including <br />attorney's fees, costs, disbursements, and other expenses associated with such defense under this <br />agreement, for any and all claims of any nature brought by third parties against the County, its <br />officers, employees or agents which in any manner result from or arise out of this agreement. <br />Such legal defense is not required if the County refuses to waive a potential conflict of interest <br />that can be waived under the North Dakota Rules of Professional conduct. Said endorsement <br />shall also provide that any attorney representing the County, its officers, employees or agents <br />under this clause must first qualify and be appointed by the North Dakota Attorney General as a <br />Special Assistant Attorney General as required under NDCC. Section 54-12-08 and agree to <br />follow the Special Assistant Attorney General Billing Policy. <br /> <br />The County shall reimburse the provider for its company or pool for the combined attorney's <br />fees and legal defense costs of the County and Provider resulting from or arising out of this <br />agreement in the same proportion that the County's liability for the acts of its own officers, <br />employees, or agents bears to the parties' combined liability for the claim, or the amount of such <br />fees and costs which are covered by the County's liability coverage of self-retention fund, <br />whichever is less. If a claim against both parties is resolved and neither the County nor the <br />