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7. INDEAINrFY AND HOLD <br /> <br />Doradus shall defend, indemnify and hold harmless City from and against any and ali liability, <br />damage, claims, or loss, including reasonable attorney's fees and costs, occurring during the <br />term of this agreement arising from a breach by Doradus of the performance of its obligations <br />under this agreement. City shall defend, indemnify and hold harmless Doradus from and <br />against any and ail liability, damage, claims, or loss including reasonable attorney's fees and <br />costs, arising from or related in any way to the ownership, operation or use by City of the <br />units and related equipment covered by this agreement, or arising from or related in any way <br />to the neglect or failure of the City to properly maintain the parts of the unit other than the <br />receiver/decoder. <br /> <br />The obligations of the parties under this paragraph 7 shall continue in full force and effect <br />notwithstanding the termination of this agreement. <br /> <br />8. GENERAL <br /> <br />8.1 Any assi~onrnent of this agreement without the express written mutual consent of <br />City and Doradus shall be void. <br /> <br />8.2 Any notice herein required or permitted to be given or served by either party <br />hereto upon the other shall be deemed ~ven or served in accordance with the <br />provisions of this a~eement if delivered personally, if to Doradus, to an officer of <br />Doradus or, ff to the CID', to the City Manager, Treasurer, or Finance Director of the <br />City or if mailed, in a s"~3_led envelope by United Sates Postal Service mail, by <br />certified mail, return receipt requested, postage paid and addressed to the pan3, to <br />whom the notice is di2-ected at the location designat.~, for such parry on the face of this <br />a~eement, or such other location as either pan-y may desi~maate in writing. <br /> <br />$.3 Neither party shall be liable for failure to comply with any of the terms of this <br />a~eement when such failure has been caused by fu-e, wa.r, insurrection, government <br />restrictions, force majeure, Act of God or other cause, beyond the control and not <br />due to the fault of either pan3, involved, provided such party uses due diligence to <br />remedy such default. <br /> <br />8.4 In the event any one or more of the provisions of this a~eement should be ruled <br />by a court of competent jurisdiction in the Sate of Minnesota to be invalid, illegal or <br />unenforceable, the validity, legality and enforceability of the remaining provisions <br />contained herein shall not in any way be affected or impaired thereby. <br /> <br />8.5 This A~eement may be amended only by an instrument in writing executed by <br />City and Doradus. <br /> <br />8.6 ThE AD*eement shall be governed by and construed in accordance with the laws of <br />the State of Minnesota. <br /> <br /> <br />