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<br /> <br />Agreement A________ <br />June 12, 2024 <br />3 <br /> <br />interest, costs or expenses (including reasonable attorney’s fees, witness fees and <br />disbursements incurred in the defense thereof) resulting from or caused by the <br />negligent or intentional acts or omissions of the City, its officers, agents, <br />contractors, employees or duly authorized volunteers in the performance of the <br />responsibilities provided by this Agreement. The City’s liability shall be governed <br />by Minn. Stat. Chapter 466 and other applicable law, rule and regulation, including <br />common law. <br /> <br />9.2 County: The County agrees that it will defend, indemnify and hold the City, its <br />elected officials, officers, agents, employees and duly authorized volunteers <br />harmless from any and all liability (statutory or otherwise) claims, suits, damages, <br />judgments, interest, costs or expenses (including reasonable attorney’s fees, witness <br />fees and disbursements incurred in the defense thereof) resulting from or caused by <br />the negligent or intentional acts or omissions of the County, its officers, agents, <br />contractors, employees or duly authorized volunteers in the performance of the <br />responsibilities provided by this Agreement. The County’s liability shall be <br />governed by Minn. Stat. Chapter 466 and other applicable law, rule and regulation, <br />including common law. Notwithstanding the foregoing, the City’s exclusive remedy <br />for any violation of this Agreement by the County is specific performance of the <br />Agreement. <br /> <br />10. Dispute Resolution. The parties will use a dispute resolution process for any unresolved <br />dispute between the parties before exercising any legal remedies. The dispute resolution <br />process is a three-level dispute resolution ladder that escalates a dispute. At each level of <br />the dispute resolution process, the parties’ representatives will meet and explore <br />resolution until either party determines that effective resolution is not possible at the <br />current level and notifies the other party that the process is elevated to the next level. The <br />parties designate the following dispute resolution representatives: Level 1: County <br />Assessor and City Administrator; Level 2: Assistant County Administrator Resident <br />Services and City Administrator; Level 3: County Administrator and City Administrator. <br /> <br />The parties will complete the dispute resolution process in good faith before resorting to <br />any other legal process or remedy. <br />11. Force Majeure. If a force majeure event occurs, neither party is responsible for a failure <br />to perform or a delay in performance due to the force majeure event. A force majeure <br />event is an event beyond a party’s reasonable control, such as unusually severe weather, <br />fire, floods, other acts of God, labor disputes, acts of war or terrorism, or public health <br />emergencies. <br /> <br />12. Records. All records kept by the County and City with respect to the provided hereunder <br />are subject to examination by representatives of each party. All data collected, created, <br />received, maintained or disseminated for any purpose by the County and City under this <br />Agreement are governed by Minnesota Statutes, Chapter 13 (“Act”), and the Minnesota <br />Rules implementing the Act. <br /> <br />215