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The City agrees to defend, indemnify, and hold harmless the Consultant and its employees and officers
<br />from and against any and all liability, loss, damages, judgments, claims, counterclaims, demands,
<br />actions and expenses (including reasonable attorney's fees), which the Consultant may hereafter sustain,
<br />incur, or be required to pay to the extent caused by any negligent act or omission or intentional wrongful
<br />act of the City, its agents, officers, or employees during the performance of the Agreement.
<br />Section 8.05. INSURANCE. Upon receipt from the City of a Letter of Engagement, the Consultant shall in
<br />order to protect itself as well as the City under the indemnity provision set forth above, the Consultant
<br />shall at all times during the term of the Letter of Engagement keep in force the following minimal
<br />insurance protection in the limits specified:
<br />A. A single limit or combined limit or excess umbrella general liability insurance policy in an
<br />amount not less than $500,000 for property damage arising from one occurrence, $1,500,000 for
<br />total bodily or personal injuries or death and /or damages arising from one occurrence. Such
<br />policy shall also include contractual liability coverage by specific endorsement or certificate
<br />acknowledging this Agreement between the Consultant and the City.
<br />B. A single limit or combined limit or excess umbrella automobile liability insurance policy, if
<br />applicable, covering owned, non -owned and hired vehicles used regularly in the provision of
<br />services under this Agreement, in an amount of not less than $500,000 per accident for property
<br />damage, $1,500,000 for bodily injuries and / or damages to any one person, and $1,500,000 for
<br />total bodily injuries and / or damages arising from any one accident.
<br />C. A professional liability insurance policy covering personnel of the Consultant while performing
<br />Service(s) under this Agreement in the following amounts: Errors and omissions $500,000 per
<br />claim and $1,500,000 in total.
<br />D. Workers Compensation Insurance and employer's liability as required by law including all states
<br />endorsement in an amount of $100,000 for each occurrence.
<br />E. Prior to the effective date of a Letter of Engagement, the Consultant will furnish the City with
<br />certificates of insurance as proof of insurance for general Liability and Auto Liability.
<br />F. Any policy obtained and maintained under this Section 8.05 shall provide that it shall not be
<br />cancelled, materially changed, or not renewed without prior notice thereof to the City. The
<br />Consultant will endeavor to provide a thirty (30) day advance notice of any such policy
<br />revisions.
<br />Section 8.06. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted
<br />in such a manner as to effect and valid under applicable law. If any provision of this Agreement is held
<br />to be invalid, illegal, or unenforceable in any respect under any applicable law or rule, in any
<br />jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the
<br />effectiveness or validity of any provision in any other jurisdiction, and the remaining provisions of this
<br />Agreement will continue in full force without being impaired or invalidated in any way.
<br />Section 8.07. GOVERNING LAW. All issues concerning this Agreement will be governed by and
<br />construed in accordance with the laws of the State of Minnesota, without giving effect to any choice of
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