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Up to $1,000,000, or the limits of any applicable underlying or excess insurance coverage <br />carried by DEVELOPER, DEVELOPER agrees to indemnify, hold harmless and defend the COUNTY, <br />against any and all claims, damages, losses, and expenses, including attorney's fees, for property <br />damage, personal or bodily injury, or loss of life, arising from the intentional or gross negligent acts or <br />omissions of the DEVELOPER, its officers, managing members, employees, agents or contractors, <br />subcontractors, laborers, or suppliers that may arise out of, or be associated by, any work contemplated <br />by this AGREEMENT. DEVELOPER and COUNTY agrees that this paragraph pertaining to indemnification <br />shall remain in full force and effect for the limited period of one (1) year, commencing on the effective <br />date of this AGREEMENT and ending one (1) year thereafter. Nothing herein shall be deemed a waiver <br />or limitation on the COUNTY'S sovereign immunity protection or any limitations on the COUNTY liability <br />in any state statute or as otherwise provide by law. <br />10. Multiple Counterparts: <br />This AGREEMENT may be executed in a number of identical counterparts which, taken <br />together, shall constitute collectively one (1) AGREEMENT; but in making proof of this <br />AGREEMENT, it shall not be necessary to produce or account for more than one such <br />counterpart executed by the party to be charged. <br />11. Permits: <br />The DEVELOPER shall be responsible for obtaining all construction and operating permits <br />required for the installation of the Generator Improvements. If, through no fault of the parties <br />involved, any federal, state or local government or agency (excluding the COUNTY) fails to <br />issue necessary permits, or fails to grant necessary approvals, or requires a material change <br />in the system, then to the extent necessary and if possible, the parties agree to negotiate an <br />amendment to the AGREEMENT to reflect the change in condition. If the COUNTY <br />determines that it is impossible or impracticable to perform under the terms of this <br />AGREEMENT because of the above, then this AGREEMENT shall terminate and the parties <br />shall have no further obligations to each other. The DEVELOPER shall comply with reasonable <br />requests by the COUNTY concerning on-site operations and maintenance prior to County <br />accepting the improvements. <br />12. Severability / Invalid Provision: <br />If any provision of the AGREEMENT is held to be illegal, invalid or unenforceable under present <br />or future laws, such provision shall be fully severable; this AGREEMENT shall be construed and <br />enforced as if such illegal, invalid or unenforceable provision had never comprised a part of <br />this AGREEMENT, and the remaining provisions of this AGREEMENT shall remain in full force <br />and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by <br />its severance from this AGREEMENT. <br />13. Term: <br />The term of this AGREEMENT is one (1) year from the effective date. Unless otherwise <br />agreed to by the parties in writing, this AGREEMENT shall not be renewed automatically for <br />successive terms. The County may terminate this AGREEMENT early in its sole discretion if <br />it determines that the development project intended to be served by the improvements <br />is suspended or discontinued. <br />-Page 4 - <br />