HRA PACKET 11232021 - Laserfiche WebLink

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13 1951267.v8 17.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original. The signatures to this Agreement may be executed and notarized on separate pages, and when attached to this Agreement shall constitute one complete document. 18.No Waiver of Governmental Immunity and Limitations on Liability. Nothing in this Agreement shall in any way affect or impair the City’s immunity or the immunity of the City’s employees, consultants and contractors, whether on account of official immunity, legislative immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement shall in any way affect or impair the limitations on the City’s liability or the liability of the City’s employees, consultants and independent contractors. By entering into this Agreement, the City do not waive any rights, protections, or limitations as provided under law and equity for the City, or of their respective employees, consultants and contractors. 19.City Regulatory Authority. Nothing in this Agreement shall be construed to limit or modify the City’s regulatory authority. 20.Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by, interpreted and determined in accordance with the laws of the state of Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of this Agreement shall be venued exclusively in Ramsey County District Court, Second Judicial District, state of Minnesota and shall not be removed therefrom to any other federal or state court. The Parties hereby consent to personal jurisdiction and venue in the foregoing court. The Parties hereby waive trial by jury for any litigation arising out of this Agreement. 21.Negation of Partnership. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. Each Party shall be considered a separate owner, and no Party shall have the right to act as an agent for another Party, unless expressly authorized to do so herein or by separate written instrument signed by the Party to be charged. 22.Force Majeure. Whenever performance is required of any Party hereunder, such Party shall use all due diligence to perform and take all necessary measures in good faith to timely perform; provided, however, that if completion of performance shall be delayed at any time by reason of acts of (i) war, invasion, rebellion, revolution, insurrection, riots or civil war; (ii) acts of government in its sovereign capacity; (iii) earthquakes, hurricanes, tidal waves, or any operation of the forces of nature as reasonable foresight and ability on the part of the affected party could not reasonably provide against; (iv) casualty; (v) strikes, lockouts, or other significant employee disturbances; (vi) litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; (vii) epidemic or pandemic (and expressly including the COVID-19 (Coronavirus) pandemic), and (viii) events beyond the reasonable control of the Person claiming the existence of a Force Majeure event, other than a shortage of funds or lack of reasonable diligence on the part of such Party (each a “Force Majeure Event” and collectively “Force Majeure Events”), then the time for performance as herein specified shall be appropriately extended by the amount of the delay actually so caused. The provisions of this Section 22 shall not operate to excuse any Party from the prompt payment of any monies required by this Agreement. [Signature pages follow]