2.5 ERMUSR 03-13-2017 - Laserfiche WebLink

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Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative mediums including APPA's website,all information,materials and work product,including reports, abstracts,videos,guidebooks,software programs,documentation, and other deliverables,created pursuant to this Grant(collectively,the"Work"). Any software programs especially developed by Grantee or its Subcontractors during the course of the project,or substantially modified for use in the project,shall be supplied to APPA in a form that may be used by others independently of Grantee's proprietary programs or computer configurations. The Grantee shall incorporate a Section setting forth the substance of this Section 11 in its agreement with the Subcontractor. Contracts between Grantee and its Subcontractor participating in the project shall contain similar provisions. 12.Representations and Warranties. Grantee represents and warrants for itself and any subcontractors that: (a)The Work and Subcontractor Work Product are original and do not infringe on the intellectual property rights of any third party,or constitute defamation,invasion of privacy,or the violation of any right of publicity or any other right of any party;(b)Grantee and subcontractor has obtained all necessary licenses and/or permissions to use third party content that may appear in the Work and/or Subcontractor Work Product; (c)Grantee and any subcontractors shall maintain in strict confidence any confidential or proprietary information shared by APPA during the course of this Agreement,and such information shall not be disclosed to any third party,either directly or indirectly;and(d)Grantee has the unencumbered right to enter into this Agreement. Grantee agrees to defend,indemnify,and hold harmless APPA,its officers,directors,members,and employees for any losses,costs,damages,liabilities and expenses (including attorneys'fees and court costs)arising out of any breach of the warranties set forth in this Section 12. 13.Fees. Grantee also warrants that no person or agency has been employed or retained to solicit or secure this grant upon an agreement or understanding for a commission,percentage,brokerage,or contingent fee,excepting bona fide employees or bona fide offices established and maintained by Grantee for the purpose of securing grants or business. For breach or violation of this warranty,APPA shall Page 8 of 12 70