7.2 EDSR 06-17-2024 - Laserfiche WebLink

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2 a. The parties, by mutual written agreement, may terminate this Agreement at any time. b. The Consultant may terminate this Agreement in the event of a material breach of this Agreement by the EDA upon providing 7 days’ written notice to the EDA. c. The EDA may terminate this Agreement upon providing 7 days’ written notice to the Consultant at any time at its option, for any reason, or no reason at all. In the event of a termination, the EDA will reimburse the Consultant for all costs of materials or other expenses incurred prior to the date of termination and pay the Consultant just and equitable compensation for any satisfactory Work performed to the date of termination. The EDA is entitled to any work product produced by the Consultant that is paid for by the EDA pursuant to this provision. 6. Amendments. No amendments may be made to this Agreement except in writing signed by both parties. 7. Remedies. a. In the event of a termination of this Agreement by the EDA, the EDA and the Consultant will endeavor in good faith to find a reasonable solution in an effort to bring the work to completion with regards to the Consultant’s copyright as creator/designer of the work. This remedy, which will be mutually agreed upon, must be approved by the Consultant as subsequent contractors will provide services that represent the Consultant’s brand. b. If no agreement can be reached, the EDA shall be entitled to exercise any one or more other legal or equitable remedies available because of the Consultant’s breach. 8. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, Subd. 5, the Consultant agrees that the books, records, documents, and accounting procedures and practices of the Consultant, that are relevant to this Agreement or the Work, are subject to examination by the EDA and the state auditor or legislative auditor for a minimum of 6 years. The Consultant shall maintain such records for a minimum of 6 years after final payment. 9. Indemnification. To the fullest extent permitted by law, the Consultant, and the Consultant's successors or assigns, agree to indemnify and hold harmless the EDA and the City of Elk River, Minnesota (the “City”), their officers, agents, and employees from all claims, suits, or actions of any kind, nature, or character, and the reasonable costs, disbursements, and expenses of defending the same, including but not limited to, reasonable attorneys’ fees, consulting project management services, and other technical, administrative or professional assistance to the extent caused by the negligence, breach of contract or willful misconduct of the Consultant or its subcontractors, agents, or employees under this Agreement or arising out of the failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the EDA or the City is entitled. The parties agree that these indemnification obligations will survive the completion or termination of this Agreement. 10. Insurance. The Consultant will maintain insurance coverage for general, professional and products liability satisfactory to the EDA. Page 90 of 104