4.3. SR 12-04-2017 - Laserfiche WebLink

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8. and conditions of this Agreement will be reviewed by all parties 90 days prior to expiration unless otherwise extended or terminated earlier by GRRL or the City of Elk River. If a party fails to fulfill its obligations under this Agreement in a proper and timely manner, or otherwise violates the terms of this Agreement,the other party has the right to terminate this Agreement. If the agreement is terminated the CITY agrees that GRRL may reduce open hours to 2017 totals. If the CITY terminates the agreement, it cannot re-apply for additional open hours until a minimum of three years has passed from the date of termination.Termination does not relieve the CITY of any current obligations to GRRL. Cities that terminate services can make no future claims against GRRL. 9. NOTICES.All communications and notices required to be given or served hereunder shall be in writing and shall be deemed to have been duly given or served if delivered in person or deposited in the United States Mail, postage prepaid,for mailing by certified or registered mail, return receipt requested, and addressed to a party to this agreement at the address hereafter stated: Executive Director City Administrator Great River Regional Library City of Elk River 1300 W St. Germain Street 13065 Orono Parkway St. Cloud, MN 56301 Elk River, MN 56330 10. BINDING EFFECT.This agreement shall be binding on and shall inure to the benefit of the parties hereto and to their assigns and successors in interest. 11. AMENDMENT, MODIFICATION,AND WAIVER. No amendment, modification, or waiver of any condition, provision, or term hereof shall be valid or of any effect unless made in writing, signed by parties hereto and specifying with particularity the extent and nature of such amendment, modification, or waiver. Any waiver by any party of any default of another party shall not affect or impair any right arising from any subsequent default. 12. SEVERABLE PROVISIONS. Each provision, section, sentence, clause, phrase, and work of this agreement is intended to be severable. If any provision, section, sentence, clause, phrase, or work hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the agreement. 13. MINNESOTA LAW.This agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. 14. ASSIGNMENT. Neither party may assign its interest hereunder without the express written consent of the other party. 15. INDEMNIFICATION.GRRL and the CITY mutually agree to defend, indemnify and hold each other, its officials, officers, employees and agents harmless from any claims, demands, actions or causes of action, (including reasonable attorney's fees and expenses), arising out of any act or omission arising from their own negligent acts, its subcontractors, agents or employees in the performance of, or with relation to, any of the work or services to be performed or furnished by GRRL or the CITY under this Agreement. 2