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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 ofthirLy (3 0)
<br />days following the receipt by City of awritten 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 (3 0) 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 o`such written. notice. Inn the
<br />event ofternnination by Consultant hereunder. Consultant shall be entitled to retain the entire
<br />fee under this Agreement.
<br />5. Insurance.
<br />a. During the tern 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 liabilityto which the Cityis 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 />g. 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 tine 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. Corn Iiance 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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