Laserfiche WebLink
<br />representations and agreements, both ora] and written. This Agreement may be amended only by <br />written agreement signed by both City and Consultant. <br /> <br />4.2. Governing Law. This Agreement shall be governed by and construed III <br />accordance with the laws of the state in which the principal office of the Consultant is located. <br /> <br />4.3. Assignment and Subcontracting. This Agreement may not be assigned by <br />Consultant or City without the prior written consent of the other party. Consultant shall not <br />subcontract any portion of the Services without the prior consent of the City. This Agreement <br />shall be binding upon and inure to the benefit of the parties hereto and their successors and <br />permitted assigns. <br /> <br />4.4. DisDute Resolution. All controversies, claims and disputes between City and <br />Consultant arising out of or related to this Agreement, or the breach thereof, shall be decided by <br />arbitration in accordance with the then current Construction Industry Arbitration Rules of the <br />American Arbitration Association. City and Consultant agree to arbitrate with other parties in a <br />consolidated or joint proceeding all common issues or questions of fact or law. The award <br />rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance <br />with applicable law in any court having jurisdiction thereof. <br /> <br />4.5 Lega] Costs. If either party hereto shall file for arbitration or bring suit against the <br />other party to enforce the terms of the Agreement, the losing party shall pay to the prevailing <br />party that percentage of the prevailing party's costs and expenses incurred in such action, <br />including reasonable attorney's fees, in an amount equal to the percentage that the amount of the <br />judgment or award received by the prevailing party bears to the total amount claimed by such <br />party, but in no event more than one hundred percent (100%) of such costs and expenses, <br />provided that the prevailing party has not rejected a bona fide written settlement offer from the <br />other party in an amount greater than the amount of the judgment or award received, in which <br />case the prevailing party shall be entitled to no reimbursement for its costs and expenses. <br /> <br />4.6 Termination. This Agreement may be terminated by either party upon 7 days' <br />written notice should the other party fail to perform in accordance with the terms hereof, <br />provided such failure is not cured within such 7-day period. City may terminate this Agreement <br />for convenience at any time, in which event Consultant shall be compensated in accordance with <br />the terms hereof for Services performed and reimbursable expenses incurred prior to its receipt of <br />written notice oftermination from City. <br /> <br />4.7 Notices. All notices permitted or required by this Agreement shall be in writing <br />and shall be deemed to have been given when personally delivered to the respective person <br />whose name appears below or when deposited in the United States mails, certified or registered <br />mail, postage prepaid and addressed as follows: <br /> <br />If to City: <br /> <br />City of Arden Hills <br />]245 West Highway <br /> <br />\\Metro-inet.us\ardenhills\Planning\Community Developmcnt\TCAAP\Consultants\SRF - AUAR\AUAR Services Contract 4-24-07.doc <br /> <br />5 <br />