10.05 - Municipal Advisor Services Agreement

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8.5 True, accurate and current certificates of insurance, showing evidence of the required insurance coverages,are hereby provided to Client by Advisor and are attached hereto as Appendix D. 8.6 Advisor's insurance policies and certificate(s) shall not be cancelled or the conditions thereof altered in any manner without Ten(10)days prior written notice to CITY. 8.7 Advisor's policies shall be primary insurance to any other valid and collectible insurance available to Client with respect to any claim arising out of Advisor's performance under this contract. 8.8 Advisor is responsible for payment of Contract related insurance premiums and deductibles. If Advisor is self-insured, a Certificate of Self-Insurance must be attached. 8.9 Advisor's policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance, if applicable. 8.10 All policies listed in Paragraph 8.3. above shall be written on an "occurrence" form ("claims made" and "modified occurrence"forms are not acceptable)and shall apply on a"per project"basis. 8.11 Advisor shall obtain insurance policies from insurance companies having an "AM BEST" rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota 8.12 Notwithstanding the foregoing, Client reserves the right to immediately terminate this Contract if Advisor is not in compliance with the insurance requirements contained herein and retains all rights to pursue any legal remedies against Advisor. 9. Dispute Resolution. Upon any dispute under this Agreement, and for a period of 30 days following written notice of a claim or dispute,the senior management of the parties shall first attempt to resolve the dispute informally. If informal dispute resolution is unsuccessful, within 30 days thereafter,the parties shall submit the matter to non- binding mediation before a mutually agreed, certified, neutral third party mediator. If the parties cannot agree upon a mediator, the matter shall be submitted to the American Arbitration Association, Commercial Mediation Division, for selection of a mediator. The parties shall share the cost of the mediator and pay their own mediation expenses and attorney fees. If mediation is unsuccessful, the parties may pursue all available legal and equitable remedies. 10. Miscellaneous. 10.1 No Underwriting Participation. The Advisor shall not during the term of this Agreement directly or indirectly engage in the underwriting of any securities issuance. 10.2 Delegation of Duties. The Advisor shall not delegate its duties hereunder to any third party without the express written consent of the Client. 10.3 No Third Party Beneficiary. No third party shall have any rights or remedies under this Agreement. 10.4 Entire Contract; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral negotiations, understandings or agreements with respect hereto. This Agreement may be amended in whole or in part by mutual consent of the parties,and this Agreement shall not preclude the Client and the Advisor from entering into separate agreements for other projects. 10.5 Governing Law. The parties agree and acknowledge that any action brought for breach of this Agreement or to enforce any of its provisions shall be brought in Crow wing District Court, Minnesota. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 10.6 Change in Laws or Regulations. The parties agree and acknowledge that changes in law or regulations issued by federal or state authorities may affect the terms of this Agreement. If there are any changes necessary in law or regulations made after the date of this Agreement, the Client agrees to amend this Agreement if required, to maintain compliance with all applicable laws and regulations. Unless stated otherwise in this Agreement,Advisor may amend this agreement at any time by providing thirty(30)days 4