01/06/2020 BOARD OF SELECTMEN Agenda Packet

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ARTICLE III TERM AMENDMENTS/ INDEMNITY 1. The term of this Agreement shall commence on July 11 2020 and be automatically renewed each fiscal year thereafter, and reviewed every three (3) years, unless sooner terminated as herein provided,for a term not to exceed 25 years. The.Members intend that the Members entering into this Agreement are the sole and exclusive beneficiaries of the Agreement. Either party may terminate this Agreement, at its sole discretion by providing 90 days' written notice to the other party in accordance with-paragraph 5 of this Article III. 2. This Agreement shall not -take effect until July .1, 2020, upon execution by the Members,at which time, it shall become the binding and legally enforceable Agreement of each such member. 3. No officer, official, agent, or employee of any Member shall have the power to amend, modify or alter this Agreement or waive any of its provisions or to bind any of the other Members by making any promise or representation not contained herein except by an authorized written amendment requiring approval.by the Towns authorized entity and the approval of the Town Manager of Barnstable. Said amendment shall be executed in the same manner as this Agreement is executed. No Member may rely on any conduct, statements, action, inaction or course of conduct of the employees,'agents or officers of any other Members as having changed, modified or amended this,Agreement. No Member shall be construed as waiving any provision of the Agreement unless the waiver is executed in writing as an amendment to this Agreement. No waiver by any Member of any default or breach shall constitute a waiver of any subsequent. default or breach. Forbearance or indulgence in any form or manner.by any Member shall not be construed as waiver of any term or condition hereto nor shall it limit the legal or equitable. remedies available to the Member. 4. To the extent permitted by law, Mashpee shall indemnify and hold harmless .Barnstable and each and all of its officials, officers, employees, agents, servants and representatives (the Indemnitees) from and against any claim arising-from or in connection with Barnstable employees performing duties pursuant to this Agreement inMashpee or exclusively for Mashpee including, without limitation, any claim of liability, loss, damages, costs and expenses for personal injury or damage to real or personal property by reason of an.y negligent act or omission by the Barnstable employees while in Mashpee'or performing services hereunder for Mashpee. Such indemnification shall include,without limitation, current payment of all costs of defense (including reasonable attorneys` fees, expert witness fees, court costs and related expenses) as and when such costs become due and the amounts of any judgments, awards and/or settlements, provided that (a) Mashpee shall have the right to select counsel to defend against such claims, and to approve or reject any. settlement with respect to which indemnification is sought, (b) the Indemnitees shall cooperate fully with Mashpee in all respects in connection with such defense, and (c) Mashpee shall not be responsible to.pay any judgment, award or settlement'to the extent occasioned by the intentional misconduct of any of the Indemnitees. 20180293 weights and measures services intermunicipal agreement 2 4