2025-10-23 WS & CC Packet - Laserfiche WebLink

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5. Termination of Agreement. Either Party may terminate this Agreement upon notice in writing if the other party is in breach of any material obligation contained in this Agreement or Exhibit thereto, which is not cured (if the breach is capable of being cured) within 30 days of written notice from the other Party. CITY OF CENTERVILLE agrees that in the event it is in breach of this Agreement or terminates this Agreement prior to the expiration of its term without notice or without providing VC an opportunity to cure, both as provided herein, VC shall be entitled, to liquidated damages equal to the monthly service fee multiplied by the number of months remaining in the term of this Agreement. 6. Relationship of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the parties or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. 7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 8. Notices. All notices, demands, requests or other communications contemplated by this Agreement shall be in writing and delivered personally or by U.S. Mail, postage prepaid, to: Vividly Clean, LLC CITY OF CENTERVILLE PO Box 21 1880 Main Street Andover, MN 55304 Centerville, MN 55038 9. Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction). Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be commenced and conducted in the District Court of Anoka County, Minnesota, and each party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in said court and irrevocably waive and agree not to plead or claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. 10. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination by a court of competent jurisdiction that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the 2 31