07-24-2017 Council Packet - Laserfiche WebLink

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15. will pay its own attorney, accountant or consultant fees. The arbitrator(s) shall not be empowered to terminate this Contract under any circumstances. Hold Harmless and Indemnification. Orono shall maintain general liability insurance for its services and shall include Minnetonka Beach as an additional insured for the term of this Contract and any extensions thereof. Orono shall provide Minnetonka Beach proof of such insurance coverages and the additional insured endorsement naming Minnetonka Beach upon request. Orono agrees to defend and indemnify Minnetonka Beach against any claims brought or actions filed against Minnetonka Beach or any officer, employee, or volunteer of Minnetonka Beach for injury to, death of, or damage to the property of any third person or persons, arising from Orono's performance under this Contract. Under no circumstances, however, shall Orono be required to pay on behalf of itself and Minnetonka Beach, any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466, applicable to any one party. The limits of liability for Minnetonka Beach and Orono may not be added together to determine the maximum amount of liability for Orono. The intent of this subdivision is to impose on Orono a limited duty to defend and indemnify Minnetonka Beach for claims arising out of the performance of this Contract subject to the limits of liability under Minnesota Statutes Chapter 466. The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts between the parties and to permit liability claims against both parties from a single occurrence to be defended by a single attorney. Nothing herein shall be construed to waive or limit any immunity from, or limitation on, liability available to either party, whether set forth in Minnesota Statutes Chapter 466 or otherwise. This is a service contract. The parties do not intend to undertake or create, and nothing herein shall be construed as creating, a joint powers agreement, joint venture, or joint enterprise between the parties. 16. Termination. This Agreement may be terminated by Minnetonka Beach for a material breach of contract by Orono or for conduct by Orono police officers that materially undermines the safety or security of Minnetonka Beach residents. This Agreement may be terminated by Orono for the failure of Minnetonka Beach to make payments required under this Agreement. Any party claiming the right to terminate this Agreement shall provide the other party with written notice by United States Mail specifying the circumstances justifying the termination in detail. The party receiving such notice shall be allowed 45 days to cure any claimed breach or justifying circumstances and, if not cured within 45 days, either party may request that the question of whether termination is justified to be submitted to arbitration as described in this agreement. The arbitrator(s) shall determine whether termination is justified or may order that any circumstances otherwise justifying termination be corrected. The arbitrator(s) may also award damages directly related to any breach of this Agreement. 4 192190v5