06.01 - NJPA Planning & Zoning Service Agreement

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6.16 No Waiver. Any Party's failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that Party's right to assert or rely upon the terms and conditions of this Agreement.Any express waiver of a term of this Agreement shall not be binding and effective unless made in writing and properly executed by the waiving Party. 6.17 Patented Devices,Materials and Processes. If this Agreement requires,or NJPA desires,the use of any design, device,material or process covered by letters,patent or copyright,trademark or trade name,NJPA shall provide for such use by suitable legal agreement with the patentee or owner and a copy of said agreement shall be filed with City. If no such agreement is made or filed as noted,NJPA shall indemnify and hold harmless City from any and all claims for infringement by reason of the use of any such patented designed, device,material or process, or any trademark or trade name or copyright in connection with the services agreed to be performed under the Agreement,and shall indemnify and defend City for any costs, liability, expenses and attorney's fees that result from any such infringement. 6.18 Mechanic's Liens. NJPA hereby covenants and agrees that NJPA will not permit or allow any mechanic's or materialman's liens to be placed on City's interest in the Property that is the subject of the Project during the term hereof. Notwithstanding the previous sentence,however, in the event any such lien shall be so placed on City's interest,NJPA shall take all steps necessary to see that it is removed within thirty(30)days of its being filed;provided,however,that NJPA may contest any such lien provided NJPA first posts a surety bond, in favor of and insuring City,in an amount equal to 125%of the amount of any such lien. 6.19 Indemnity. Each party agrees to defend, indemnify and hold the other harmless from any and all claims and demands of members,which may result from the negligence of the other in connection with their duties and responsibilities under this Agreement,unless such action is a result of intentional wrongdoing of the other party. Each party agrees that it will be responsible for its own acts and the result thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof.NJPA's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes,Chapter 466, and other applicable law. 6.20 Insurance. NJPA will provide a minimum of one million five hundred thousand dollars($1,500,000.00)per occurrence in liability insurance for the employees involved in the provision of this service and shall indemnify the City for claims arising from the acts or omissions of the NJPA employees. 6.21 Standard of Care. Services provided by NJPA or its subcontractors and/or sub-consultants under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of NJPA's profession or industry. NJPA shall be liable to the fullest extent permitted under applicable law,without limitation,for any injuries, loss, or damages proximately caused by NJPA's breach of this standard of care. NJPA shall put forth reasonable efforts to complete its 6 P&Z Agreement(02/2015)