4.5 SR 10-02-2023 - Laserfiche WebLink

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this Article V, Section 4 is simply to provide a minimum six-month (6-month) period during which Primary Sponsor shall have the exclusive right to negotiate with City to renew this Agreement. Article VI Indemnification; Insurance 1. Indemnification. 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, incurred by the other Party that arises out of, or in failure to perform any contractual or other obligations, commitment, or undertaking under this Agreement. 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 Primary 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 Primary 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 Primary rights hereunder or whether it could result at any point in the renaming of the Facility and, if so, the new name proposed by Primary Sponsor or its successor. a. If a new name and/or logo for the Facility is proposed in connection with a Transfer Event, the new name and logo must be agreed to by the City and approved by the City Council in its sole discretion. 3. If, as a result of the Transfer Event, Primary Sponsor would not be the holder of rights under this Agreement, or Primary Sponsor is not the successor in the Transfer Event, then the e required. If the City consents, the successor in the Transfer Event shall assume all of the obligations of Primary Sponsor under this Agreement and shall have all of the rights and obligations of Primary Sponsor under this Agreement. 4. In the event that a proposed Transfer Event will result in the renaming of the Facility to a company whose business conflicts with a naming rights or other agreement the City has with respect to the Facility, or a company whose business practices could be detrimental to the public 5