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Elk River Municipal Utilities 21 SupplierCore & Main LP
<br />existence thereof shall be delivered to ERMU prior to the commencement of the Work.
<br />Replacement certificates of insurance evidencing continuation of such coverage shall be furnished
<br />to ERMU prior to the expiration of the current policies. Each copy or certificate shall contain a
<br />valid provision or endorsement that the policy may not be canceled without giving thirty (30) days
<br />written advance notice thereof to ERMU. ERMU’s receipt of or failure to object to any insurance
<br />certificates or policies submitted by Supplier does not release or diminish in any manner the
<br />liability or obligations of Supplier or its subcontractors or constitute a waiver of any of the
<br />insurance requirements under this Agreement. Should Supplier at any time neglect, refuse to
<br />provide, or cancel the insurance required herein, ERMU shall have the right to terminate this
<br />Agreement or pursue any remedy available at law.
<br />28. Indemnification
<br />Supplier shall indemnify, defend and hold harmless ERMU, ERMU's officers, directors, partners,
<br />employees, consultants, contractors, and agents from and against and in respect to any and all
<br />actual and direct claims, actions, suits, proceedings, demands, assessments, judgments, costs,
<br />losses, damages, fines, penalties, fees, and any expense (including but not limited to all reasonable
<br />fees and charges of attorneys and all court or arbitration or other dispute resolution costs) arising
<br />out of personal injury, death, violation of any federal, state, or local law, rule, or regulation,
<br />unauthorized disclosure of Confidential Information, and any damage to tangible or intangible
<br />property, excluding the loss of use thereof, hereinafter referred to as “Liabilities” to the extent that
<br />such Liabilities were caused by the negligent acts, errors, or omissions of Supplier, its agents,
<br />employees, Subcontractors or others for whom it is responsible arising out of, in connection with,
<br />or as a result of the performance and furnishings of the Work or other services performed by
<br />Supplier for or on behalf of ERMU.
<br />In the event that any Work, the AMI System, or use of any Work or the AMI System is delayed
<br />due to any claim, suit, or proceeding relating to patent infringement, Supplier shall make every
<br />reasonable effort to quickly remedy the situation, at its own cost, so Work and provision of the
<br />AMI System can proceed and be used as desired. This includes but is not limited to obtaining any
<br />necessary license arrangements and finding alternatives acceptable to ERMU.
<br />ERMU agrees that it will give prompt written notice to Supplier of any Liabilities asserted against
<br />Supplier for which ERMU believes Supplier is responsible for indemnification, in whole or in part.
<br />Upon receipt of such written notice, Supplier shall have the right, but not the duty, to provide
<br />counsel to defend such Liabilities or to collaborate with counsel for ERMU in such defense.
<br />Supplier agrees that it maintains Insurance (“Insurance”) for purposes of insuring against loss as a
<br />result of Liabilities caused by Supplier; such insurance coverage is acknowledged to comply with
<br />the requirements as designated in this Agreement. Supplier understands and agrees and further
<br />warrants and represents to ERMU that, notwithstanding any other provision to the contrary herein
<br />contained, Supplier's Liability for any and all losses, whether to ERMU or to third parties, resulting
<br />from any Liabilities to the extent caused by Supplier's negligence shall not be limited to the amount
<br />of any insurance proceeds payable to or on behalf of Supplier under such Insurance, and Supplier
<br />agrees to immediately indemnify and hold ERMU harmless for any and all such Liability in excess
<br />of such insurance proceeds. Supplier shall furnish written proof of such insurance upon execution
<br />of this Agreement, and at least annually to ERMU with ERMU as additional named insured.
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