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between the parties relating to the subject matter hereof. Any alterations, amendments,
<br />deletions, or waivers of the provisions of this Agreement shall be valid only when
<br />expressed in writing and duly signed by the parties, unless otherwise provided herein.
<br />13. Compliance with Laws and Regulations. In providing services here under, Gillespie
<br />shall abide by all statutes, ordinances, rules, and regulations, including to the extent it is
<br />applicable the Minnesota Government Data Practices Act, pertaining to the provisions of
<br />services to be provided. Any violation shall constitute a material breach of this
<br />Agreement and entitle the City to immediately terminate this Agreement.
<br />14. Indemnification. Gillespie agrees to defend, indemnify and hold the City, its officers,
<br />and employees harmless from any liability, claims, damages, costs, judgments, or
<br />expenses, including reasonable attorney's fees, resulting directly or indirectly from an act
<br />or omission (including without limitation professional errors or omissions) of Gillespie,
<br />its agents, employees, or subcontractors in the performance of the services provided by
<br />this Agreement and against all losses by reason of the failure of said Gillespie fully to
<br />perform, in any respect, all obligations under this Agreement, except that City shall be
<br />liable for any claims or damages relating to liquid escaping from City containers being
<br />hauled by Gillespie to the extent that such leakage is not caused by any action or
<br />omission of Gillespie or any third parry not under the control of the City.
<br />14A. The Gillespie Center shall indemnify and hold harmless any Director, Officer, or
<br />employee from any suit, damage, claim, judgment, or liability arising out of, or asserted
<br />to arise out of conduct of such person in his or her capacity as a Director, Officer, or
<br />employee except in cases involving willful misconduct. Indemnification provided under
<br />this section shall comply with and follow the requirements as provided by statute. The
<br />Center shall have the power to purchase or provide insurance for such purposes.
<br />15. Insurance.
<br />A. General Liability: During the term of this Agreement, Gillespie shall maintain a
<br />general liability insurance policy with limits of at least $1,000,000 for each person,
<br />and each occurrence, for both personal injury and property damage. The policy shall
<br />also ensure the indemnification obligation contained in section 15. A certificate of
<br />insurance on the City's approved form which verifies the existence of this insurance
<br />coverage must be provided to the City before work under this Agreement is begun.
<br />B. Worker's Compensation: Gillespie shall secure and maintain such insurance as will
<br />protect Gillespie from claims under the Worker's Compensation Acts and from
<br />claims for bodily injury, death, or property damage which may arise from the
<br />performance of Gillespie's services under this Agreement.
<br />16. Annual Report and Records Access. Gillespie shall provide the City Council with an
<br />annual report and 990 on or before December 1 of each year this Agreement is in effect.
<br />Gillespie shall provide the City access to any books, documents, papers, and record
<br />which are directly pertinent to the specific contract, for the purpose of making audit,
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