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Elk River Municipal Utilities Standard Agreement for Professional Services <br />breach of contract) of Consultant, its subcontractors, agents, employees, or delegates, Consultant <br />agrees that this indemnity shall be construed and applied in favor of indemnification. Consultant <br />also agrees that if applicable law limits or precludes any aspect of this indemnity, then the <br />indemnity will be considered limited only to the extent necessary to comply with that applicable <br />law. The stated indemnity continues until all applicable statutes of limitation have run. <br /> <br />If a claim arises within the scope of the stated indemnity, Utilities may require Consultant <br />to: <br /> <br />6.6.1. Furnish and pay for a surety bond, satisfactory to Utilities, guaranteeing <br />performance of the indemnity obligation; or <br /> <br />6.6.2. Furnish a written acceptance of tender of defense and indemnity from <br />Consultant’s insurance company. <br /> <br />Consultant will take the action required by Utilities within fifteen (15) days of receiving <br />notice from Utilities. <br /> <br />7. Indemnification. Consultant agrees, to the fullest extent permitted by law, to <br />indemnify and hold Utilities, its officials, officers, agents, employees, and volunteers harmless <br />from any damage, liability, or cost (including reasonable attorney’s fees and costs of defense) to <br />the extent caused by Consultant’s negligent acts, errors, or omissions in the performance of <br />professional services under this Agreement and those of his or her subcontractors or anyone for <br />whom Consultant is liable. No supplemental agreement or work order may reduce or limit this <br />obligation. <br /> <br />8. Successors and Assigns. <br /> <br />8.1 Utilities and Consultant each is bound by this Agreement, and the respective <br />partners, successors, executors, administrators, and legal representatives of Utilities and <br />Consultant are likewise bound to the other party, to this Agreement, and to the partners, successors, <br />executors, administrators and legal representatives (and said assigns) of such other party, in respect <br />of all covenants, agreements, and obligations of this Agreement. <br /> <br />8.2 Neither Utilities nor Consultant shall assign, sublet or transfer any rights under or <br />interest in this Agreement (including, but without limitation, monies that may become due or <br />monies that are due) without the written consent of the other, except to the extent that any <br />assignment, subletting, or transfer is mandated by law or the effect of this limitation may be <br />restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, <br />no assignment will release or discharge the assignor from any duty or responsibility under this <br />Agreement. Nothing contained in this Section 8.2 shall prevent Consultant from employing such <br />independent professional associates and consultants as Consultant may deem appropriate to assist <br />in the performance of the Services. <br />8.3 Nopart ofthis Agreement shall be construed to give any rights or benefits in this <br />Agreement to anyone other than Utilities and Consultant, and all duties and responsibilities <br />228829v1 <br /> <br />