From time to time, the Celebrate Aurora Committee enters into contracts for goods and services. As a part of our standard operating procedures, the following provisions are to be inserted into contracts executed by the Committee and are hereby made a part hereof as if set forth at length herein.
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The Contractor, at its expense, shall procure and maintain in force for the duration of this Agreement the following minimum insurance coverages:
General Liability. The Contractor agrees to maintain commercial general liability insurance in a minimum amount of $1,000,000 per occurrence; $2,000,000 annual aggregate. The policy shall cover liability arising from premises, operations, products- completed operations, personal injury, advertising injury, and contractually assumed liability. The Committee shall be endorsed as additionalinsured.
Automobile Liability. If the Contractor operates a motor vehicle in performing the Services under this Agreement, the Contractor shall maintain commercial automobile liability insurance, including owned, hired, and non-owned automobiles, with a minimum liability limit of $1,000,000 combined singlelimit.
Workers’ Compensation. The Contractor agrees to provide workers’ compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota, if required. The Contractor shall also carry employers liability coverage with minimum limits are asfollows:
$500,000 – Bodily Injury by Disease peremployee
$500,000 – Bodily Injury by Diseaseaggregate
$500,000 – Bodily Injury byAccident
The Contractor shall, prior to commencing the Services, deliver to the Committee a Certificate of Insurance as evidence that the above coverages are in full force and effect.
The insurance requirements may be met through any combination of primary and umbrella/excess insurance.
The Contractor’s policies shall be the primary insurance to any other valid and collectible insurance available to the Committee with respect to any claim arising out of Contractor’s performance under this Agreement.
The Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the Committee.
Indemnification. To the fullest extent permitted by law, the Contractor agrees to defend, indemnify, and hold-harmless the Committee and its employees, officials, and agents from and against all claims, actions, damages, losses, and expenses, including reasonable attorney fees, arisingout of the Contractor’s negligence or the Contractor’s performance or failure to perform its obligations under this Agreement. The Contractor’s indemnification obligation shall apply to the Contractor’s subcontractor(s), or anyone directly or indirectly employed or hired by the Contractor, or anyone for whose acts the Contractor may be liable. The Contractor agrees this indemnity obligation shall survive the completion or termination of thisAgreement.
Dispute Resolution. The Parties shall cooperate and use their best efforts to ensure that the various provisions of the Agreement are fulfilled. The Parties agree to act in good faith to undertake resolution of disputes in an equitable and timely manner and in accordance withthe provisions of this Agreement. If disputes cannot be resolved informally by the Parties, the following procedures shall beused:
Whenever there is a failure between the Parties to resolve a dispute on their own, the Parties shall first attempt to mediate the dispute. The parties shall agree upon amediator, or if they cannot agree, shall obtain a list of court-approved mediators fromthe
St. Louis County District Court Administrator and select a mediator by alternately striking names until one remains. The Committee shall strike the first name, followed by the Contractor, and shall continue in that order until one name remains.
If the dispute is not resolved within thirty (30) days after the end of mediation proceedings, the Parties may pursue any legalremedy.
Entire Agreement. This Agreement supersedes any prior or contemporaneous representations or agreements, whether written or oral, between the Parties andcontains the entireagreement.
Assignment. The Contractor may not assign this Agreement to any other personunless written consent is obtained from theCommittee.
Amendments. Any modification or amendment to this Agreement shall require awritten agreement signed by bothParties.
Nondiscrimination. the hiring of employees to perform work under this Agreement, the Contractor shall not discriminate against any person by reason of any characteristic or classification protected by state or federallaw.
Governing Law. This Agreement shall be governed by and interpreted in accordancewith the laws of the State of Minnesota. All proceedings related to this Agreement shall be venuedin St. Louis County,Minnesota.
Waiver. The waiver by either party of any breach or failure to comply with any provision of this Agreement by the other Party shall not be construed as or constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of thisAgreement.
Notices. All notices and other communications pursuant to this Agreement must be in writing and must be given by registered or certified mail, postage prepaid, or delivered by hand at the addresses set forthbelow:
Notice to Committee: Celebrate Aurora Inc.
PO Box 294
Aurora MN 55705
Notice to Contractor: As Provided on Contract
Force Majeure. Except for payment of sums due, neither Party shall be liable to the other or deemed in default under this Agreement if and to the extent that Party’s performance is prevented by reason of force majeure. “Force majeure” includes war, an act of terrorism, fire, earthquake, flood, and other circumstances, which are beyond the control and without the fault or negligence of the Party affected and which by the exercise of reasonable diligence the Party affected was unable toprevent.
Savings Clause. If any court finds any portion of this Agreement to be contrary to law, invalid, or unenforceable, the remainder of the Agreement will remain in full force and effect.
Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, and which taken together shall be deemed to be one and the same document.