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4. Approvals. The Consultant will secure the written approval of the EDA's Executive Director <br /> before making any expenditures, purchases, or commitments on the EDA's behalf or before <br /> releasing any material to the media. <br /> 5. Termination. Notwithstanding any other provision hereof to the contrary,this Agreement may be <br /> terminated as follows: <br /> a. The parties,by mutual written agreement,may terminate this Agreement at any time. <br /> b. The Consultant may terminate this Agreement in the event of a material breach of this <br /> Agreement by the EDA upon providing 7 days' written notice to the EDA. <br /> c. The EDA may terminate this Agreement upon providing 7 days' written notice to the <br /> Consultant at any time at its option,for any reason,or no reason at all. <br /> In the event of a termination, the EDA will reimburse the Consultant for all costs of materials or <br /> other expenses incurred prior to the date of termination and pay the Consultant just and equitable <br /> compensation for any satisfactory Work performed to the date of termination as determined by the <br /> EDA in its sole discretion. <br /> 6. Amendments. No amendments may be made to this Agreement except in writing signed by both <br /> parties. <br /> 7. Remedies. <br /> a. In the event of a termination of this Agreement by the EDA, the EDA may complete the <br /> Work either by itself or by contract with other persons or entities, or any combination <br /> thereof. <br /> b. The foregoing remedies provided to the EDA for breach of this Agreement by the <br /> Consultant shall not be exclusive. The EDA shall be entitled to exercise any one or more <br /> other legal or equitable remedies available because of the Consultant's breach. <br /> 8. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05,Subd.5,the Consultant agrees that <br /> the books,records,documents,and accounting procedures and practices of the Consultant,that are <br /> relevant to this Agreement or the Work,are subject to examination by the EDA and the state auditor <br /> or legislative auditor for a minimum of 6 years. The Consultant shall maintain such records for a <br /> minimum of 6 years after final payment. <br /> 9. Indemnification. To the fullest extent permitted by law, the Consultant, and the Consultant's <br /> successors or assigns, agree to indemnify and hold harmless the EDA and the City of Elk River, <br /> Minnesota (the "City"), their officers, agents, and employees from all claims, suits, or actions of <br /> any kind,nature,or character, and the reasonable costs,disbursements,and expenses of defending the <br /> same,including but not limited to,reasonable attorneys'fees,consulting project management services, <br /> and other technical, administrative or professional assistance to the extent caused by the negligence, <br /> breach of contract or willful misconduct of the Consultant or its subcontractors,agents,or employees <br /> under this Agreement or arising out of the failure to obtain or maintain the insurance required by this <br /> Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or <br /> limitation on liability to which the EDA or the City is entitled. The parties agree that these <br /> indemnification obligations will survive the completion or termination of this Agreement. <br /> 2 <br /> EL185-13-668416.v2 <br />