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<br />17. Entire Agreement. The entire agreement of the parties is contained herein. This Agreement
<br />supersedes all oral agreements and negotiations between the parties relating to the subject matter
<br />hereof as well as any previous agreements presently in effect between the parties relating to the
<br />subject matter hereof. Any alterations, amendments, del etions, or waivers of the provisions of this
<br />Agreement shall be valid only when expressed in writing and duly signed by the parties, unless
<br />otherwise provided herein.
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<br />18. Compliance with Laws and Regulations. In providing services hereunder, the Consultant shall
<br />abide by statutes, ordinances, rules and regulations per taining to the provisions of services to be
<br />provided. The Consultant and City, together with their respective agents and employees, agree to
<br />abide by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as
<br />amended, and Minnesota Rules promulgated pursuant to Chapter 13. Any violation of statutes,
<br />ordinances, rules and regulations pertaining to the services to be provided shall constitute a
<br />material breach of this Agreement and entitle the City to immediately terminate this Agreement.
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<br />19. Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect,
<br />in any respect, the validity of the remainder of this Agreement.
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<br />20. Indemnification. Consultant agrees to defend, indemnify and hold the City, its officers, and
<br />employees harmless from any liability, claims, dam ages, costs, judgments, or expenses, including
<br />reasonable attorney's fees, resulting directly or indi rectly from a negligent act or omission (including
<br />without limitation professional errors or omissi ons) of the Consultant, its agents, employees, or
<br />subcontractors in the performance of the servic es provided by this Agreement and against all
<br />losses by reason of the failure of said Consultant fully to perform, in any respect, all obligations
<br />under this Agreement.
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<br />21. Insurance. Consultant shall procure and maintain the following minimum insurance coverages and
<br />limits of liability during the pendency of this Agreement:
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<br />A. Worker’s Compensation Statutory Limits
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<br />B. Professional Liability Insurance. The Consultant agrees to provide to the City a
<br />certificate evidencing that they have in effect, with an insurance company in good
<br />standing and authorized to do business in Minnesota, a professional liability insurance
<br />policy. Said policy shall insure payment of damage for legal liability arising out of the
<br />performance of professional services for the City, in the insured's capacity as the
<br />Consultant, if such legal liability is caused by an error, omission, or negligent act of the
<br />insured or any person or organization for whom the insured is legally liable. Said policy
<br />shall provide an aggregate limit of at least $2,000,000. Said policy shall not name the
<br />City as an insured. A copy of the Consultant’s insurance declaration page, Rider
<br />and/or Endorsement, as applicable, which evidences the compliance with this
<br />Paragraph 20, must be filed with City prior to the start of Consultant’s Work. Such
<br />documents evidencing Insurance shall be in a form acceptable to City and shall provide
<br />satisfactory evidence that Consultant has complied with all insurance requirements.
<br />Renewal certificates shall be provided to City prior to the expiration date of any of the
<br />required policies. City will not be obligated, however, to review such declaration page,
<br />Rider, Endorsement or certificates or other evidence of insurance, or to advise
<br />Consultant of any deficiencies in such documents and receipt thereof shall not relieve
<br />Consultant from, nor be deemed a waiver of, City’s right to enforce the terms of
<br />Consultant’s obligations hereunder. City re serves the right to examine any policy
<br />provided for under this paragraph.
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