8.1 SR 04-05-2021 - Laserfiche WebLink

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3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, City shall have the right to remove all signs, logos, and marks in all locations throughout the Facility. Article VI Indemnification; Insurance I. Indemnification. Without a waiver of the City's statutory immunities pursuant to Minnesota Statutes Chapter 466 or other applicable law, each party agrees to defend, hold harmless and indemnify the other party against any and all claims, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys' fees and costs) asserted against, imposed upon, or incurred by the other party that arises out of, or in connection with, the party's default under or failure to perform any contractual or other obligations, commitment, or undertaking under this Agreement, or any other act or omission of a party or its employees, agents, or representatives to the extent allowed by the law. Each party further agrees that it shall be responsible for its own acts and results thereof to the extent authorized by law and shall not be responsible for the acts of the other party and results thereof. The provision of this Article shall survive the termination of the Agreement with respect to any claim, action, or proceeding that relates to acts or omissions during the term of this Agreement. 2. Insurance. The City shall maintain such insurance as is customarily maintained by owners of comparable facilities. Article VII Assignment 1. The City shall be free to assign any of its rights or obligations under this Agreement to any successor in interest to the City -owned property. 2. In the event Sponsor shall propose to undergo a change in control, sell, assign, merge, reorganize, consolidate, or otherwise dispose of its business (any of the foregoing being a "Transfer Event"), Sponsor shall notify the City of such fact within thirty (30) days prior to such proposed Transfer Event. The notice shall state whether the Transfer Event will or could affect the exercise of Sponsor's rights hereunder. 3. If, as a result of the Transfer Event, Sponsor would not be the holder of rights under this Agreement, or Sponsor is not the successor in the Transfer Event, then the City's written consent to the Transfer Event shall be required. If the City consents, the successor in the Transfer Event shall assume all the obligations of Sponsor under this Agreement and shall have all the rights and obligations of Sponsor under this Agreement. 4. In the event that a proposed Transfer Event will result in a Sponsor whose business conflicts with a sponsorship agreement the City has with respect to the Facility, or a company whose business practices could be detrimental to the public image or reputation of the City or the Facility, in the sole discretion of the City, then the City shall have the right to terminate this Agreement by written notification within sixty (60) days after receiving notice of such proposed Transfer Event. In the event of such termination, Sponsor shall be obligated to pay all funds contemplated by this Agreement to be due and payable through the Expiration Date. 4