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CC_Minutes_2009_1221
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Roseville City Council
Document Type
Council Minutes
Meeting Date
12/21/2009
Meeting Type
Regular
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obligations, of the Consultant under this Agreement. Except for the foregoing assignment, neither <br />party shall assign this Agreement, nor any interest arising herein, without the written consent of the <br />other party. <br />15. Services Not Provided For. No claim for services furnished by the Consultant not specifically <br />provided for herein shall be honored by the City. <br />16. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any <br />reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect <br />the remaining provisions of this Agreement. <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, deletions, 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. <br />18. Compliance with Laws and Regu/afions. In providing services hereunder, the Consultant shall <br />abide by statutes, ordinances, rules and regulations pertaining 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. <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. <br />20. IndemniFcation. Consultant agrees to defend, indemnify and hold the City, its officers, and <br />employees harmless from any liability, claims, damages, costs, judgments, or expenses, including <br />reasonable attorney's fees, resulting directly or indirectly from a negligent act or omission (including <br />without limitation professional errors or omissions) of the Consultant, its agents, employees, or <br />subcontractors in the performance of the services 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. <br />21. Insurance. Consultant shall procure and maintain the following minimum insurance coverages and <br />limits of liability during the pendency of this Agreement: <br />A. Worker's Compensation Statutory Limits <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 />4 <br />
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