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<br />00115750.DOC / v. 1 3
<br /> Public Works Director and City Engineer
<br /> City of Arden Hills
<br /> 1245 West Highway 96
<br /> Arden Hills, MN 55112
<br /> dswearingen@cityofardenhills.org
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<br /> 4. Enforcement/Attorney Fees. Any party(ies) hereto shall have the right to enforce the
<br />provisions of this Agreement against the other party(ies) by a proceeding at law or in equity. In any
<br />such action at law or in equity to enforce or construe any provisions or rights under this Agreement,
<br />the unsuccessful party(ies) to such litigation, as determined by the court in a final judgment or decree,
<br />shall pay the successful party(ies) all costs, expenses, and reasonable attorneys' fees incurred therein
<br />by such successful party(ies) (including, without limitation, such costs, expenses, and fees on any
<br />appeals), and if such successful party(ies) shall recover judgment in any such action or proceeding,
<br />such costs, expenses, and attorneys' fees shall be included as part of such judgment.
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<br />5. Warranties And Representations. KDP covenants, warrants and represents that: (a)
<br />KDP will perform all of its obligations hereunder in prompt and workmanlike manner in accordance
<br />with this Agreement; (b) the personnel assigned and consultants employed or used by KDP in the
<br />performance of its obligations hereunder shall be of sufficient number and quality in all respects for
<br />such assignment, employment and use; and (c) KDP possesses the necessary personnel, skills,
<br />experience, and technical and financial resources to undertake the performance of the services and
<br />obligations of KDP required herein.
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<br />6. Indemnity. KDP shall be liable to and hereby agrees to protect, defend, indemnify
<br />and hold harmless City and any employees, officers or affiliates of the City from and against any and
<br />all claims, loss, expense, liability, action or damage (including reasonable attorneys' fees and other
<br />costs of defending any of the foregoing) arising or resulting from any fraud, willful misconduct, or
<br />grossly negligent omission or performance by KDP, or any partner, officer, shareholder, employee
<br />or other affiliate of KDP or any consultant to KDP rising from or in connection with the KDP ROW
<br />Work.
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<br /> 7. Insurance. In the event KDP performs the KDP ROW Work, KDP shall carry,
<br />workers' compensation and employers liability insurance in such amount of not less than $500,000
<br />per occurrence. In addition, KDP shall require all design, architectural and engineering
<br />professionals to maintain professional liability insurance with a limit of liability not less than
<br />$1,000,000 insuring such professional and any officer, director, stockholder, employee, consultant
<br />to or partner of such professional, and all other persons for whose acts such professional may be
<br />liable, against any and all liabilities arising out of or in connection with the negligent acts, errors or
<br />omissions of any the foregoing in connection with the carrying out of their professional
<br />responsibilities with regard to the KDP ROW Work. Such policies shall provide that the insurance
<br />company (“Company”) or an attorney approved by the Company shall defend any suit or proceeding
<br />against KDP and/or the City in connection with the KDP ROW Work, even if such suit is
<br />groundless, false or fraudulent. Notwithstanding the foregoing, KDP shall have the right to engage
<br />its own attorneys for the purpose of defending any suit or proceeding against it or any officer, agent
<br />or employee thereof
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