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Agreement No. PW 05-08-19 <br /> CSAH No. 15 & 19; C.P. 2151000 <br />7 ___ <br /> <br /> Office: 612-596-0356 <br /> Carla.Stueve@hennepin.us <br /> <br /> City of Orono: <br /> Adam Edwards <br /> Director of Public Works/City Engineer <br /> 2700 Kelley Parkway <br /> Office: 952-249-4600 <br /> aedwards@ci.orono.mn.us <br /> <br />10. Assignment, Amendments, Default, Waiver, Agreement Complete, Cancellation or <br />Termination. <br /> <br /> Assignment. The City shall not assign, subcontract, transfer or pledge this Agreement <br />and/or the services to be performed hereunder, whether in whole or in part, without the <br />prior written consent of the County. <br /> <br /> Amendments. Any alterations, variations, modifications or waivers of provisions of <br />this Agreement shall only be valid when they have been reduced to writing as an <br />amendment to this Agreement and signed by the Parties hereto. <br /> <br /> Default. If the City fails to perform any of the provisions of this Agreement or so fails <br />to administer the work as to endanger the performance of the Agreement, this shall <br />constitute a default. Unless the City's default is excused by the County, the County may <br />upon written notice immediately cancel this Agreement in its entirety. <br /> <br /> Waiver. The County's failure to insist upon strict performance of any provision or to <br />exercise any right under this Agreement shall not be deemed a relinquishment or waiver <br />of the same, unless consented to in writing. Such consent shall not constitute a general <br />waiver or relinquishment throughout the entire term of the Agreement. <br /> <br /> Agreement Complete. The entire Agreement between the Parties is contained herein <br />and that this Agreement supersedes all oral agreements and negotiations between the <br />Parties relating to the subject matter hereof. All items referred to in this Agreement are <br />incorporated or attached and are deemed to be part of this Agreement. <br /> <br /> Cancellation or Termination. This Agreement may be terminated or cancelled by <br />either party with or without cause upon thirty (30) day written notice. This Agreement <br />shall be terminated or cancelled by either party upon a material breach by the other <br />party. In the event of a termination or cancellation, the Parties will remain responsible <br />for cost participation as provided in this Agreement for obligations incurred up through <br />the effective date of the termination or cancellation, subject to any equitable adjustment <br />that may be required to account for the effects of a breach. <br /> <br />11. Indemnification. <br /> <br />11.1. The City Indemnifies the County. The City agrees to defend, indemnify and hold <br />harmless the County, its officials, officers, agents, volunteers, and employees from any