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e. Failure of the Contractor to provide the insurance as set forth above shall not
<br />constitute a default under this Agreement. However, such failure of the
<br />Contractor shall not relieve, limit or decrease the liability of the Contractor. Any
<br />policy deductibles or retention shall be the responsibility of the Contractor.
<br />f. The Contractor shall control any special or unusual hazards and be responsible
<br />for any damages that result from those hazards. The City does not represent
<br />that the insurance requirements are sufficient to protect the Contractor's interest
<br />or provide adequate coverage.
<br />g. If the Contractor chooses not to provide the insurance and/or coverage limits
<br />described above, the Contractor shall nonetheless defend and indemnify the City
<br />from any claims or damages otherwise covered by such insurance.
<br />The Contractor shall require any of its subcontractors, if allowable under this
<br />Agreement, to comply with these provisions.
<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
<br />subcontractors, or to any other person or persons for any claim, demand, damage,
<br />or cause of action of any kind, nature, or character, including intentional acts,
<br />arising out of or by reason of the execution of this Agreement or the performance of
<br />this Agreement. The Consultant, and the Consultant's successors or assigns,
<br />agree to protect, defend and save the City, and its officers, agents, and employees,
<br />harmless from all such claims, demands, damages, and causes of action of
<br />whatsoever nature, including intentional acts, 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 under
<br />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. Remedies.
<br />a. In the event of a termination of this Agreement by the City because of a breach
<br />by the Consultant, the Consultant shall be liable to City for any costs or losses
<br />incurred by the City arising out of or related to the breach, including costs
<br />incurred in selecting other consultants, attorney fees and the like, less the
<br />remaining unpaid balance of the consideration provided in this Agreement. The
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