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damage, and such insurance shall be primary and non-contributing to any insurance or self- <br />insurance maintained by City. The Consultant shall provide City with a certificate <br />evidencing such insurance coverage. <br />5.2 Consultant agrees to maintain professional liability insurance while performing the Services <br />to protect City from negligent acts or omissions of a professional nature. The total aggregate <br />of Consultant's professional liability insurance coverage shall be a minimum of $1,000,000. <br />5.3 Consultant shall indemnify, hold harmless and defend City and its elected officials, agents <br />and employees from and against any and all claims, loss, damage, charge or expense, to <br />which they or any of them may be put or subjected to arising out of or resulting from any <br />willful or negligent act or actions, omission or failure to act on the part of Consultant, its <br />contractors, its suppliers, anyone directly or indirectly employed by it or anyone for whose <br />acts or omissions it may be liable in the performance of the Services. <br />ARTICLE 6 - GENERAL CONSIDERATIONS <br />6.1 In the event any action is commenced to enforce or interpret any of the terms or conditions <br />of this Agreement the prevailing party shall, in addition to any costs and other relief, be <br />entitled to recover its reasonable attorneys' fees. <br />6.2 Consultant shall not sublet or assign any of the Services except with the prior written <br />approval of the City and in strict compliance with the terms, provisions and conditions of this <br />Agreement. <br />6.3 The Consultant's key personnel proposed for the Services are as follows: <br />James A. Rabe <br />Kevin Engstrom <br />Consultant agrees that these key people will be made available and assigned to City's Project, <br />and that they will not be replaced without concurrence from City. <br />6.4 All documents, records, drawings, designs and specifications, cost estimates, and other <br />Project documents developed by Consultant pursuant to this Agreement shall become the <br />property of City and shall be delivered to City at City's request. Any reuse of such <br />documents for other projects and any use of incomplete documents will be at City's sole risk. <br />6.5 Consultant is for all purposes under this Agreement an independent contractor and not an <br />employee of City. All qualified personnel provided by Consultant pursuant to the provisions <br />of this Agreement are to be employed by Consultant for its account only, and in no event <br />shall Consultant or any personnel retained by him be deemed to have been employed by City <br />or engaged by City for the account of or on behalf of City. <br />6.6 Unless earlier terminated as stipulated below, this Agreement shall terminate upon <br />completion and acceptance by City of the Services. <br />3 <br />