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d. Consultant may terminate this Agreement upon the breach by City of any of its material
<br /> covenants contained herein,where such breach shall have continued for a period of thirty(3 0)
<br /> days following the receipt by City of a written notice from Consultant,specifying the alleged
<br /> breach; provided, however, if the nature of a non-monetary breach is such that City cannot
<br /> reasonably cure same in the thirty(30)day period,City shall not be deemed to be in breach if
<br /> it commences to cure within the thirty (30) day period, and diligently pursues same to
<br /> completion within ninety(90)days following receipt by City of such written notice. In the
<br /> event of termination by Consultant hereunder. Consultant shall be entitled to retain the entire
<br /> fee under this Agreement.
<br /> 5. Insurance.
<br /> a. During the term of this Agreement, the Consultant shall obtain and maintain workers
<br /> compensation, comprehensive general liability, and automobile liability insurance.
<br /> Comprehensive general liability insurance shall have an aggregate limit of Two Million
<br /> Dollars($2,000,000.00).
<br /> b. Upon request by the City,the Consultant shall provide a certificate or certificates of insurance
<br /> relating to the insurance required.Such insurance secured by the Contractor shall be issued by
<br /> insurance companies licensed in Minnesota. The insurance specified may be in a policy or
<br /> policies of insurance,primary or excess.
<br /> c. Such insurance shall be in force on the date of execution of an Agreement and shall remain
<br /> 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,agents,and
<br /> employees shall not be liable or responsible in any manner to the Consultant,the Consultant's
<br /> successors or assigns,the Consultant's subcontractors,or to any other person or persons for any
<br /> third party claim, demand, damage, or cause of action of any kind, nature, or character,
<br /> including intentional acts,arising out of or by reason of the performance of this Agreement by
<br /> Consultant. The Consultant,and the Consultant's successors or assigns,agree to protect,defend
<br /> and save the City,and its officers,agents,and employees,harmless from all third party claims,
<br /> demands,damages,and causes of action,to the extent caused by the negligence or wrongful
<br /> acts of Consultant,and the costs,disbursements,and expenses of defending the same,including
<br /> but not limited to, attorneys fees, consulting services, and other technical, administrative or
<br /> professional assistance.
<br /> b. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation
<br /> of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes,
<br /> Chapter 466,or otherwise.
<br /> 7. Assignment. This Agreement shall not be assigned,sublet,or transferred,in whole or in part without the
<br /> prior written approval of the City.
<br /> 8. Conflict of Interest. The Independent Contractor shall use best efforts to meet all professional obligations
<br /> to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a
<br /> conflict, the Independent Contractor, with the prior written consent of the City, shall arrange for suitable
<br /> alternative services.
<br /> 9. Compliance with Laws. The Consultant shall comply with all applicable Federal,State,and local laws,
<br /> rules, ordinances, and regulations at all times and in the performance of the services pursuant to this
<br /> Agreement.
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