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5. Insurance.
<br /> a. During the term of this Agreement, the Consultant shall obtain and maintain
<br /> workers compensation, comprehensive general liability, and automobile liability
<br /> insurance. Comprehensive general liability insurance shall have an aggregate
<br /> limit of Two Million Dollars($2,000,000.00).
<br /> b. Upon request by the City, the Consultant shall provide a certificate or certificates
<br /> of insurance relating to the insurance required. Such insurance secured by the
<br /> Contractor shall be issued by insurance companies licensed in Minnesota. The
<br /> insurance specified may be in a policy or policies of insurance, primary or excess.
<br /> C. Such insurance shall be in force on the date of execution of an Agreement and
<br /> shall remain continuously in force for the duration of the Agreement.
<br /> 6. Indemnification.
<br /> a. Notwithstanding anything to the contrary in this Agreement, the City, its officers,
<br /> agents, and employees shall not be liable or responsible in any manner to the
<br /> Consultant,the Consultant's successors or assigns,the Consultant's subcontractors,
<br /> or to any other person or persons for any third party claim, demand, damage, or
<br /> cause of action of any kind, nature, or character, including intentional acts, arising
<br /> out of or by reason of the performance of this Agreement by Consultant. The
<br /> Consultant, and the Consultant's successors or assigns, agree to protect, defend and
<br /> save the City, and its officers, agents, and employees, harmless from all third party
<br /> claims, demands, damages, and causes of action, to the extent caused by the
<br /> negligence or wrongful acts of Consultant, and the costs, disbursements, and
<br /> expenses of defending the same, including but not limited to, attorneys fees,
<br /> consulting services,and other technical,administrative or professional assistance.
<br /> b. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or
<br /> limitation of any immunity or limitation on liability to which the City is entitled
<br /> under Minnesota Statutes, Chapter 466,or otherwise.
<br /> 7. Assignment. This Agreement shall not be assigned, sublet, or transferred, in
<br /> whole or in part without the prior written approval of the City.
<br /> 8. Conflict of Interest. The Independent Contractor shall use best efforts to meet
<br /> all professional obligations to avoid conflicts of interest and appearances of impropriety in
<br /> representation of the City. In the event of a conflict, the Independent Contractor, with the prior
<br /> written consent of the City, shall arrange for suitable alternative services.
<br /> 9. Compliance with Laws. The Consultant shall comply with all applicable
<br /> Federal, State, and local laws, rules, ordinances, and regulations at all times and in the
<br /> performance of the services pursuant to this Agreement.
<br /> tb.us.3166730.04 4
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