04/27/2020 BOARD OF SELECTMEN Agenda Packet

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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 Town's 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. In the event that any claims, demands, suits, causes of action and costs and expenses arise with respect to the performance of services as provided to this Agreement, the Member receiving services shall be liable for and to the extent permitted by law, shall indemnify, and hold the other Member providing services harmless from and against any and all such.claims, demands, suits, causes of action, costs and expenses, including reasonable attorney's fees, arising from services performed within its borders or on behalf of that Party, except to the extent of the negligence or willful misconduct of the Member providing the services. 5. This Agreement may be terminated by either Member for any reason or no reason on ninety (go) days written notice to the other.No such termination shall affect any obligation of indemnification that may have arisen hereunder prior to such termination or otherwise as provided by law. 6.No Member shall assign or transfer any of its rights or interests in or to this Agreement, or delegate any of its obligations hereunder, without the prior written consent of the other Member. 7. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, or if any such term is so held when applied to any particular circumstance, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, or affect the application of such provision to any other circumstances, and this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision were not contained herein. 4