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event of termination by Consultant hereunder. Consultant shall be entitled to
<br />retain the entire fee under this Agreement.
<br />Insurance
<br />5..
<br />a.During the term of this Agreement, the Consultant shall obtain and maintain
<br />workers compensation, comprehensive general liability, and automobile liability
<br />insurance. Comprehensive general liability insurance shall have an aggregate
<br />limit of Two Million Dollars ($2,000,000.00).
<br />b.GMC shall procure and provide to the Roseville HRA a Third Party Fidelity bond
<br />in the amount of $500,000.Naming the Roseville HRA as protected party, in
<br />order to assure proper handling and disbursement of funds under this agreement.
<br />c.Upon request by the HRA, the Consultant shall provide a certificate or certificates
<br />of insurance relating to the insurance required. Such insurance secured by the
<br />Contractor shall be issued by insurance companies licensed in Minnesota. The
<br />insurance specified maybe in a policy or policies of insurance, primary or excess.
<br />d.Such insurance shall be in force on the date of execution of an Agreement and
<br />shall remain continuously in force for the duration of the Agreement.
<br />Indemnification
<br />6..
<br />a.Notwithstanding anything to the contrary in this Agreement, the HRA, its officers,
<br />agents, and employees shall not be liable or responsible in any manner to the
<br />Consultant,the Consultant’ssuccessors or assigns, the Consultant’ssubcontractors,
<br />or to any other person or personsfor any third party claim, demand, damage, or
<br />cause of action of any kind,nature, or character, including intentional acts, arising
<br />out of or by reason of the performance of this Agreement by Consultant. The
<br />Consultant, and the Consultant’s successors or assigns, agree to protect, defend and
<br />save the HRA, and its officers, agents, and employees, harmless from all third party
<br />claims, demands, damages, and causes of action, to the extent caused by the
<br />negligence or wrongful acts of Consultant, 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 ofany immunity or
<br />limitation of any immunity or limitation on liability to which the HRAis entitled
<br />under Minnesota Statutes, Chapter 466, or otherwise.
<br />Assignment
<br />7.. This Agreement shall not be assigned, sublet, or transferred, in
<br />whole or in part without the prior written approval of the HRA.
<br />Conflict of Interest
<br />8.. The Independent Contractor shall use best efforts to meet
<br />all professional obligations to avoid conflicts of interest and appearances of
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<br />fb.us.3166730.04
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