08-24-2020 Council Packet - Laserfiche WebLink

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Page 5 of 7 Client Name 13. ASSIGNMENT Neither party shall assign this Agreement, nor any interest arising herein, nor any claims arising from or related to this Agreement or the Project, without the written consent of the other party. Any assignment in violation of this provision shall be null and void. Notwithstanding the above, SEH D|B reserves the right to assign its right(s) for payments due under this Agreement to a bank, credit union or other lending institution or entity in return for immediate payments, financing of work under this Agreement or other good and valuable consideration, and Owner hereby consents to such assignment. 14. WAIVER Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 15. ENTIRE AGREEMENT The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 16. CONTROLLING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. All parties to this Agreement consent to and accept the personal jurisdiction of the State of Minnesota and agree that all claims, disputes or litigation that arises from or relates to this Agreement shall be made in the State of Minnesota. 17. COPYRIGHT SEH D|B shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings or specifications supplied by it for the Project, and it shall hold harmless the Owner from loss or damage resulting there from for use of these documents for the Project. Owner shall not use any designs, drawings or specifications supplied by SEH D|B for any other project without the express written consent of SEH D|B. 18. RECORDS SEH D|B shall maintain complete and accurate records of time and expense involved in the performance of services. SEH D|B agrees to maintain all data regarding the services, the Work and the Project pursuant to the Minnesota Government Data Practices Act, Minnesota Statute Chapter 13. 19. BINDING EFFECT, THIRD PARTIES Each of the provisions of the Contract Documents shall extend to and shall, as the case may require, bind or inure to the benefit not only of the parties, but also for their respective successors, heirs or assigns, provided this clause shall not permit any assignment by any party of the Contract Documents not otherwise permitted. The parties agree that the Contract Documents are not intended by either party to give any benefits, rights, privileges, actions or remedies to any person, partnership, firm or corporation (other than a party or its permitted assignee, or, to the extent applicable, any Affiliates) as a third party beneficiary or otherwise under any theory of law. 20. WARRANTY The projects identified in Section 1 of this Agreement, and the workmanship of the work tasks identified in Exhibit B of the Appendix, are hereby warranted for the term of the maintenance contract, as specified in Exhibit C of the Appendix. SEH D|B hereby warrants the Scope of Services identified in Exhibit B of the Appendix will be completed with reasonable care and skill, such that the resultant applied coating system will perform satisfactorily for the duration of the Agreement. SEHD|B shall obtain a manufacturer’s warranty on paint of at least ten years in a form acceptable to the Owner.