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<br />a) Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after City shall
<br />have received written notification of cancellation or reduction in coverage by certified mail, return receipt
<br />requested;
<br />
<br />b) Providing that LAW FIRM's insurance shall apply separately to each insured against whom claim is made
<br />or suit is brought, except with respect to the limits of the insurer's liability (cross liability endorsements);
<br />
<br />c) Naming City, its Council, commissions, boards, committees, officers, employees and agents as additional
<br />insureds; and
<br />
<br />d) Providing that LA W FIRM's insurance shall be primary insurance relating to LAW FIRM's work hereunder
<br />with respect to City, its Council, commissions, boards, committees, officers, employees and Agents, and
<br />further providing that any insurance or self-insurance maintained by City for itself, its Council,
<br />commissions, boards, committees, officers, employees and agents shall not be excess of LAW FIRM's
<br />insurance and shall not be contributory with it.
<br />
<br />4.
<br />
<br />5.
<br />
<br />MMC Not Agent. Except as the CITY may specify in writing, MMC shall have no authority, express or implied, to
<br />act on behalf of the CITY in any capacity whatsoever as an agent. MMC shall have no authority, express or
<br />implied, pursuant to this Agreement to bind the CITY to any obligation whatsoever.
<br />
<br />Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement.
<br />Any attempt of purported assignment of any right or obligation pursuant to this Agreement shall be void and of no
<br />effect.
<br />
<br />Nondiscrimination. MMC shall not discriminate, in any way, against any person on the basis of race, sex, color,
<br />religion. sexual orientation, disability, ethnicity, or national origin, in connection with or related to the perfonnance
<br />of this Agreement.
<br />
<br />6.
<br />
<br />7.
<br />
<br />Reports, Charts or Other Products. All reports, charts and other products produced by MMC and delivered to the
<br />CITY are the property of the CITY.
<br />
<br />CITY Representative. The City Manager or hislher designee is the representative of the CITY and will administer
<br />this Agreement for the CITY.
<br />
<br />8.
<br />
<br />9.
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<br />Indemnity and Hold Hannless. MMC shall indemnify and hold hanDless the CITY, its officers, employees, and
<br />agents, from and against all actions, damages, claims, or losses, which are in the nature of personal injury, physical
<br />property damage, or intentional torts, and which allegedly arise out of or are caused by MMC's negligent or
<br />intentional conduct in the perfonnance ofMMC's work under this Agreement.
<br />
<br />10. Waiver of Breach. No waiver of the breach of any of the covenants, agreements, restrictions or conditions of this
<br />Agreement by any party hereto shall be construed to be a waiver of any succeeding breach of the same or other
<br />covenants, agreements, restrictions or conditions of this Agreement. No delay or omission of any party hereto in
<br />exercising any right, power or remedy herein provided in the event of default shall be construed as a waiver thereof,
<br />or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than as herein
<br />provided be construed as a waiver of or variation in any of the tenus of this Agreement.
<br />
<br />11. Interest. Unless the CITY requests in writing additional infonnation regarding the billing or otherwise disagrees
<br />with the billing, the CITY shall pay MMC within thirty (30) days of receipt of MMC's billing, or from the date of
<br />agreement on the billing in the event of a written request. Any payment received after such time period shall accrue
<br />monthly interest of three-quarters percent (31.%).
<br />
<br />12. Whole and Entire Agreement. This AGREEMENT, and any attachments hereto, contains the whole and entire
<br />agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the others as of its
<br />date with regard to the provision of utility users tax services described herein. This AGREEMENT, and any
<br />attachments hereto, shall supersede any and all prior agreements entered into by the parties relating to the
<br />
<br />Agmt-412
<br />F :/SharedfRed\\ oodlC ouncil
<br />FXS:djk
<br />10113/00
<br />
<br />11
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