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April 9, 2024 6 <br />L. Indemnification. Each party is responsible for its own acts and omissions and the <br />results thereof to the extent authorized by law. Minnesota Statutes Chapter 466 <br />and other applicable law govern the parties’ liability. To the full extent permitted <br />by law, this Agreement is intended to be and shall be construed as a “cooperative <br />activity” and it is the intent of the parties that they shall be deemed a “single <br />governmental unit” for the purposes of liability, all as set forth in Minnesota <br />Statutes, Section 471.59, Subd. 1a (a); provided further that for purposes of that <br />statute, each party to this Agreement expressly declines responsibility for the acts <br />or omissions of the other party. In addition to the foregoing, nothing herein shall <br />be construed to waive or limit any immunity from, or limitation on, liability available <br />to either party, whether set forth in Minnesota Statutes, Chapter 466 or otherwise. <br /> <br />M. Successor and Assigns. The Agreement shall be binding upon the parties hereto <br />and their respective successors and assigns, provided, however, that neither City <br />nor Park District shall have the right to assign its rights, obligations and interests <br />in or under this Agreement to any other party without the prior written consent of <br />the other party. <br /> <br />N. Amendment, Modification or Waiver. No amendment, modification or waiver of <br />any condition, provision or term of this Agreement shall be valid or of any effect <br />unless made in writing and signed by the party or parties to be bound, or its duly <br />authorized representative. Any waiver by either party shall be effective only with <br />respect to the subject matter thereof and the particular occurrence described <br />therein, and shall not affect the rights of either party with respect to any similar or <br />dissimilar occurrences in the future. <br /> <br />O. Rights and Remedies Cumulative. The rights and remedies provided by this <br />Agreement are cumulative and no right or remedy at law or in equity which either <br />party hereto might otherwise have by virtue of a default under this Agreement nor <br />the exercise of any such right or remedy by either party will impair such party’s <br />standing to exercise any other right or remedy. <br /> <br />P. No Agency. Nothing contained herein and no action by either party hereto will be <br />deemed or construed by such parties or by any third person to create the <br />relationship of principal and agent or a partnership or a joint venture or any other <br />association between or among the parties hereto. <br /> <br />Q. Saving Provision. If any provision of the Agreement shall be found invalid or <br />unenforceable with respect to any entity or in any jurisdiction, remaining provision <br />of the Agreement shall not be affected thereby, and such provisions found to be <br />unlawful or unenforceable shall not be affected as to their enforcement or <br />lawfulness as to any other entity or in any other jurisdiction, and to such extent <br />the terms and provisions of this Agreement are intended to be severable. <br /> <br />R. Termination. This Agreement may be terminated by Park District or City by <br />mutual agreement or as otherwise provided in this Agreement. This Agreement <br />shall be terminable by either party upon a material breach by the other party. <br /> <br />The provisions of Section L survive termination with respect to claims that arise <br />from actions or occurrences that occurred prior to termination. <br /> <br />S. Governing Laws. This Agreement will be construed in accordance with the laws <br />of the State of Minnesota. <br />137