4.3. ERMUSR 09-11-2012 - Laserfiche WebLink

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8. Amendments. This Agreement contains all of the terms agreed to by the parties and any promise or communications of any type not reflected in this Agreement are null and void. Any amendments to this Agreement shall be in writing and shall be approved by the governing board of each party. 9. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota. 10. Liability. Except as provided above, each party shall be responsible for any loss, damage or injury to any person or property arising out its obligations under this Agreement. Each party agrees to defend and indemnify the other party and its officers, employees and agents for any claims arising from its performance or failure to perform its obligations under this Agreement. Each party shall only be responsible for out of pocket costs to the other party. Each party waives any claim for lost services, lost profits, indirect, consequential or special damages. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which a party may be entitled under Minnesota Statutes, Chapter 466 or otherwise. 11. Insurance. Each party shall purchase liability insurance in the amount equal to or greater than the maximum liability applicable to municipalities set forth in Minnesota Statutes,Chapter 466. This requirement may be met through membership in a self-insurance pool. Each party shall name the other party as an additional insured to the extent necessary to meet its obligations under this agreement. 12. Dispute Resolution. If the parties cannot agree on any matter arising out of this Agreement, after a reasonable period good faith negotiations, they agree to engage a qualified third party to mediate the disagreement, and share to the cost of the mediator on an equal basis. The parties will work in good faith with the mediator to find an acceptable solution and must reduce any settlement to writing. Any such agreement must be incorporated into and made a part of this agreement. If a mediated agreement cannot be reached, each party has available to it all rights in law or equity. 13. Entire Agreement. This Agreement sets forth the entire understanding of the parties. 14. Notices. a. Notices to City. Payments made and notices given pursuant to the terms of this Agreement to the City shall be addressed or delivered personally to the City Administrator, City of Elk River at 13065 Orono Parkway, Elk River, Minnesota 55330. Technical inquiries may be made to the City IT Manager. b. Notices to ERMU. Notices to ERMU shall be addressed to or delivered personally to the General Manager, Elk River Municipal Utilities, 13069 Orono Parkway Elk River, Minnesota 55330