02-12-2024 CC Agenda Packet - Laserfiche WebLink

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Agreement No. PW 55-08-23 CSAH No. 112; C.P. 2091103 13 ___ fails to administer the work as to endanger the performance of the Agreement, this shall constitute a default. Unless the default is excused by the non-defaulting party, the Parties may upon written notice immediately cancel this Agreement in its entirety. Waiver. Any party’s failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. Agreement Complete. The entire Agreement between the Parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the Parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. Cancellation or Termination. This Agreement may be terminated or cancelled by each party by mutual agreement with or without cause by either party upon thirty (30) day written notice. This Agreement may be terminated or cancelled by either party upon a material breach by the other party. In the event of a termination or cancellation, the Parties will remain responsible for cost participation as provided in this Agreement for obligations incurred up through the effective date of the termination or cancellation, subject to any equitable adjustment that may be required to account for the effects of a breach. 11.Indemnification. Orono Indemnifies the County and Long Lake. Orono agrees to defend, indemnify and hold harmless the County and Long Lake, their officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs or expenses, including reasonable attorneys’ fees, resulting directly or indirectly from any act or omission of Orono or Orono’s consultant or subconsultant, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of t he failure of Orono to perform fully, in any respect, all obligations under this Agreement. Orono’s liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 or other applicable law. Long Lake Indemnifies the County and Orono. Long Lake agrees to defend, indemnify and hold harmless the County and Orono, their officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs or expenses, including reasonable attorneys’ fees, resulting directly or indirectly from any act or omission of Long Lake or Long Lake’s consultant or subconsultant, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of Long Lake to perform fully, in any respect, all obligations under this Agreement. Long Lake’s liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 or other applicable law. 276