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automobile liability insurance, including owned, hired, and non -owned automobiles, with a minimum liability limit of $1,000,000 combined single limit. c. Workers' Compensation. The Company agrees to provide workers' compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota. The Company shall also carry employers Liability coverage with minimum limits as follows: • $500,000 Bodily injury by disease per employee • $500,000 Bodily injury by disease aggregate • $500,000 Bodily injury by accident The Company shall, prior to commencing the Services, deliver to the City a Certificate of Insurance as evidence that the above coverages are in fullforce and effect. The insurance requirements may be met through any combination of primary and umbrella/excess insurance. 7. Indemnification. To the fullest extent permitted by law, the Company agrees to defend, indemnify, and hold -harmless the City and its employees, officials, and agents from and against all claims, actions, damages, losses, and expenses, including reasonable attorney fees, arising out of the Company's negligence or the Company's performance or failure to perform its obligations under this Agreement. The Company's indemnification obligation shall apply to the Company's subcontractor(s), or anyone directly or indirectly employed or hired bythe Company, or anyone for whose acts the Company may be liable. The Company agrees this indemnity obligation shall survive the completion or termination of this Agreement. 8. Miscellaneous. a. Entire Agreement. This Agreement supersedes any prior or contemporaneous representations or agreements, whether written or oral, between the Parties and contains the entire agreement. b. Assignment. The Company may not assign this Agreement to any other person unless written consent is obtained from the City. c. Amendments. Any modification or amendment to this Agreement shall require a written agreement signed by both Parties. d. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. All proceedings related to this Agreement shall be venued in Ramsey County, Minnesota. e. Waiver. The waiver by either party of any breach or failure to comply with any provision of this Agreement by the other Party shall not be construed as or constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this Agreement. f. Counterparts. This Agreement maybe signed in counterparts, each of which shall be deemed an original, and which taken together shall be deemed to be one and the same document. g. Notices. All notices and other communications pursuant to this Agreement must be in writing and be given either by electronic communications or by registered or certified mail, postage prepaid, or delivered by hand at the addresses set forth below: 2