Agenda - Council - 02/14/2017 - Laserfiche WebLink

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8.3 A party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy (except in connection with a reorganization under which the business of such party is continued and performance of all of its obligations under this Agreement shall continue) or appoints a receiver, acquiesces in the appointment of a receiver or trustee, or liquidator for it or any substantial part of its assets or properties. 9 Remedies on Default. In addition to the right of modification provided in Section 7.3 above, the non -defaulting party shall have all of the rights and remedies available in law and in equity. 10 Hold Harmless and Indemnification. 10.1 By OPUS21. OPUS21 shall indemnify, defend and hold harmless City against any loss, damage or expense incurred by City as a result of claims, actions or proceedings brought by any third party arising out of OPUS21's performance of this Agreement including City's reasonable attorney's fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) City shall have given OPUS21 prompt written notice of any such claim, demand, suit or action; (b) City shall cooperate with said defense by complying with OPUS21's reasonable instructions and requests to City in connection with said defense; and (c) OPUS21 shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. 10.2 By City. City shall indemnify, defend and hold harmless OPUS21 against any loss, damages or expense incurred by OPUS21 as a result of claims, actions or proceedings brought by any third party arising out of City's performance of this Agreement including OPUS21's reasonable attorney's fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) OPUS21 shall have given City prompt written notice of any such claim, demand, suit or action; (b) OPUS21 shall cooperate with said defense by complying with City's reasonable instructions and requests to OPUS21 in connection with said defense; and (c) City shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. 11 Notices. All notices and other communications under this Agreement must be in writing and shall be deemed to have been given if delivered personally, sent by facsimile (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses or facsimile numbers (or at such other address or facsimile number as a party may designate by like notice to the other parties): To OPUS21: OPUS21 Management Solutions, LLC Attention: Lynn Shuba, President 680 Commerce Drive, Suite 160 Woodbury, MN 55125 Facsimile No.: (651) 905-0440 OPUS21 Management Solutions. Page 4 of 11