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D. Certificate of Insurance. The Contractor shall, prior to commencing services, deliver to <br />the City a Certificate of Insurance as evidence that the above coverages are in fall force <br />and effect. <br />6. Indemnification, The Contractor agrees to defend and indemnify the City, and its employees, <br />officials, volunteers and agents from and against all claims, actions, damages, losses and <br />expenses arising out of the Contractor's performance or failure to perform its duties under this <br />Agreement. <br />7. General Provisions. <br />A. Entire Agreement. This Agreement supersedes any prior or contemporaneous <br />representations or agreements, whether written or oral, between the Parties and contains <br />the entire agreement. <br />B. Assignment. The Contractor may not assign this Agreement to any other person unless <br />written consent is obtained from the City. <br />C. Amendments. Any modification or amendment to this Agreement shall require a written <br />agreement signed by both Parties. <br />D. Governing Law. This Agreement shall be governed by and interpreted in accordance <br />with the laws of the State of Minnesota. <br />E. Savings Clause. If any court finds any portion of this Agreement to be contrary to law or <br />invalid, the remainder of the Agreement will remain in full force and effect. <br />F. Waivers. The waiver by either party of any breach or failure to comply with any <br />provision of this Agreement by the other party shall not be construed as, or constitute a <br />continuing waiver of such provision or a waiver of any other breach of or failure to <br />comply with any other provision of this Agreement. <br />G, No Waiver byCCi_ty. By entering into this agreement, the City does not waive its <br />entitlement to any immunity under statute or common law. <br />H. Termination. Either party may terminate this agreement at any time for any reason. If <br />the contract is terminated early, the City will pay a pro rated fee for services performed to <br />date. <br />IN WITNESS WI�REOF, the Parties, have caused this Agreement to be approved on the date <br />above. <br />City of Lauderdale, Minnesota <br />By: <br />And: <br />Mary Gaasch, Mayor <br />Heather Butkowski, <br />City Administrator <br />Ted Olson, Owner <br />Valley -Rich Co., Inc. <br />