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<br />IV. Limitation of liability. CITY OF RAMSEY shall indemnify GREENING <br />and hold it harmless from and against any loss, claims, liabilities, <br />damages and costs, including reasonable attorney's fees, related to the <br />Project or the performance of their services pursuant to this Agreement, <br />unless caused by the negligence of GREENING, its agents or employees. <br /> <br />V. Amendment. This Agreement may be amended only in a written <br />document signed by both parties. <br /> <br />VI. Independent Contractors. Each party, its officers, agents and employees <br />are at all times an independent contractor to the other party. Nothing in <br />this Agreement shall be construed to make or render either party or any of <br />its officers, agents, or employees an agent, servant, or employee of, or <br />joint venture of or with, the other. <br /> <br />VII. Entire Agreement. This Agreement represents the entire agreement and <br />understanding of the parties hereto with respect to the subject matter of <br />this Agreement, and it supersedes all prior and concurrent agreements, <br />understandings, promises or representations, whether written or oral, <br />made by either party to the other concerning such subject matter. <br /> <br />VIII. Insurance. GREENING agrees to maintain during the term of this <br />Consulting Contract the following insurance: Workers Compensation <br />Insurance, Commercial General Liability (with coverage no more <br />restrictive that that provided for by standard ISO Form CG 00 01 11 88 or <br />CG 00 01 1093 with standard exclusions "a" through "n") with a minimum <br />limit of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate <br />for bodily injury and property damages, the limit specified maybe <br />satisfied with a combination of primary and Umbrella/Excess Insurance. <br /> <br />IX. Waiver. The failure of either party to insist in anyone or more instances <br />upon strict performance of any of the provisions of this Agreement shall <br />not be construed as a waiver or relinquishment of the right to enforce or <br />require compliance with such provision. <br /> <br />X. Applicable Law. This Agreement shall be governed by and construed in <br />accordance with the laws of the state of Minnesota. <br /> <br />XI. Completion. Work for this Project will be performed by 12/2010 unless <br />circumstances beyond GREENING's control that prevents GREENING <br />from completing the Project. <br /> <br />XII. Other Partner Services. City of Ramsey and Anoka County Parks will <br />provide integral services to this project, and whom, in conjunction with <br />I <br /> <br />Great River Greening <br /> <br />5 <br />