2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D reasonable effort to quickly remedy the situation, at its own cost, so Work and provision of the AMI System can proceed and be used as desired. This includes but is not limited to obtaining any necessary license arrangements and finding alternatives acceptable to ERMU. ERMU agrees that it will give prompt written notice to Distributor of any Liabilities asserted against Distributor for which ERMU believes Distributor is responsible for indemnification, in whole or in part. Upon receipt of such written notice, Distributor shall have the right, but not the duty, to provide counsel to defend such Liabilities or to collaborate with counsel for ERMU in such defense. Distributor agrees that it maintains Insurance ("Insurance") for purposes of insuring against loss as a result of Liabilities caused by Distributor; such insurance coverage is acknowledged to comply with the requirements as designated in this Agreement. Distributor understands and agrees and further warrants and represents to ERMU that, notwithstanding any other provision to the contrary herein contained, Distributor's Liability for any and all losses, whether to ERMU or to third parties, resulting from any Liabilities to the extent caused by Distributor's negligence shall not be limited to the amount of any insurance proceeds payable to or on behalf of Distributor under such Insurance, and Distributor agrees to immediately indemnify and hold ERMU harmless for any and all such Liability in excess of such insurance proceeds. Distributor shall furnish written proof of such insurance upon execution of this Agreement, and at least annually to ERMU with ERMU as additional named insured. 29. Limitation of Liability NEITHER PARTY NOR ANY OF ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHAT LEGAL OR EQUITABLE THEORY MAY BE ASSERTED, INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. 30. Safety and Compliance with Codes and Other Laws Distributor shall at all times be solely responsible for complying with all applicable federal, state, and local laws, ordinances, regulations, and codes in connection with the Work, including those relating to the safety of all persons and property. This shall include obtaining all licenses and permits required for the Work. Distributor understands that the obligations of the Parties hereunder are subject to the applicable regulations and orders of governmental agencies having jurisdiction in the matters. Should at any point Distributor find any unsafe or hazardous areas or conditions, Distributor will immediately report the said condition to ERMU. No obligations shall be imposed upon ERMU, ERMU's officers, directors, partners, employees, consultants, and agents to review or supervise Distributor's compliance with any safety measures, laws, ordinances, regulations, or codes. Distributor is solely responsible for its acts, errors, and omissions and the acts, errors, and omissions of any Subcontractor, of any Distributor, or of any other individual or entity performing any of the Work. Elk River Municipal Utilities 21 Core & Main LP