2019-04-10 CC Packet - Laserfiche WebLink

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8. Insurance. AMI represents and warrants that it and its employees are protected by worker's compensation insurance and that AMI has such coverage under public liability and property damage insurance policies which AMI deems to be adequate. Certificates for all such policies of insurance shall be provided to CLIENT upon request. Within the limits and conditions of such insurance and the provisions of paragraph 7 above pertaining to limitation of liability, AMI agrees to indemnify and save Client harmless from and against any loss damage, or liability arising from any negligent acts by AMI,its agents, staff and consultants employed by it. AMI shall not be responsible for any loss, damage or liability arising from any acts by CLIENT,its agents, staff and other consultants employed by it. 9. Termination. This AGREEMENT may be terminated by either party upon fifteen(15) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, AMI shall be paid for services performed to the termination notice date plus reasonable termination expenses. 10. Disputes. In the event that a dispute should arise relating to the performance of or payment for the services to be provided under this AGREEMENT, and should that dispute result in litigation,it is agreed that AMI shall be entitled to recover all reasonable costs incurred in the claim,including staff time, court costs, attorney's fees and other claim-related expenses. I I. Assignments. This AGREEMENT and the rights and duties hereunder will not be assigned, subcontracted, or transferred by CLIENT,in whole or in part,without AMI's prior written approval. 12. Waivers. No waiver by either party of any default by the other party in the performance of any provision of this AGREEMENT will operate as, or be construed as, a waiver of any future deafly,whether like of different character. 13. Force Maj eure. Neither party to this AGREEMENT will be liable to the other party for delays in performing the Scope of Work or for the direct or indirect cost resulting from such delays, that may result from such delays, that may result from labor strikes, riots,war, acts of governmental authorities, ordinary weather conditions, catastrophe, or any other cause beyond the reasonable control or contemplation of either party. 14. Authorization to Proceed. Execution of this AGREEMENT by Client will be authorization for AMI to proceed with the Scope of Services,unless otherwise provided for in this AGREEMENT. 15. No Third Party Beneficiaries. This AGREEMENT gives no rights or benefits to anyone other than AMI and the CLIENT and has no third-party beneficiaries. 16. Jurisdiction. The law of the State of Minnesota shall govern the validity of this AGREEMENT,its interpretation and performance, and any other claims related to it. 17. Severability. If any of the provisions contained in this AGREEMENT are held for any reason to be invalid,illegal or unenforceable in any respect, such invalidity,illegality or unenforceability will not affect any other provision, and this AGREEMENT will be construed as if such invalid,illegal or unenforceable provision had never been contained herein. 18. Change Orders. Client may adjust the Scope of Services by either adding to or deleting from the services to be performed. If such adjustment increases or decreases the cost or time required for AMI to complete the Scope of Services, adjusted compensation and/or time will be mutually agreed upon. Additional services provided by AMI will be entitled to additional compensation or extension of time in conformity with the attached schedule of Fees. 106