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121923-CDW <br /> <br />Rev. 3/2022 9 <br /> <br />circumstances giving rise to such right. Any such waiver must be in writing and signed by the <br />parties. <br /> <br />E. CONTRACT COMPLETE. This Contract represents the complete agreement between the <br />parties. No other understanding regarding this Contract, whether written or oral, may be used <br />to bind either party. For any conflict between the attached Proposal and the terms set out in <br />Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. <br /> <br />F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent <br />contractors, each free to exercise judgment and discretion with regard to the conduct of their <br />respective businesses. This Contract does not create a partnership, joint venture, or any other <br />relationship such as master-servant, or principal-agent. <br /> <br />11. INDEMNITY AND HOLD HARMLESS; LIMITATION OF LIABILITY <br /> <br />Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, <br />including their agents and employees, harmless from any third-party claims or causes of action, <br />including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any <br />act or omission in the performance of this Contract by the Supplier or its agents or employees <br />which results in (i) injury or death to person(s) or tangible personal property alleged to have <br />been caused by some defect in the Equipment, Products, or Services under this Contract to the <br />extent the Service has been used according to its specifications. Sourcewell’s responsibility will <br />be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) <br />and other applicable law. <br /> <br />Supplier shall pass through to the Participating Entity all end user indemnity protections <br />provided by the Equipment and/or Product manufacturer. <br /> <br />EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO <br />CIRCUMSTANCES, AND NOTHWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY <br />REMEDY SET FORTH HEREIN, WILL SUPPLIER, ITS AFFILIATES OR ITS SUPPLIERS, <br />SUBCONTRACTORS OR AGENDT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR <br />CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS <br />REVENUES OR SAVINGS AND LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, EVEN IF <br />SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH <br />DAMAGES ARE OTHERWISE FORESEEABLE. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR <br />WILLFUL MISCONDUCT, SUPPLIER’S AGGREGATE LIALITY HEREUNDER WILL NOT EXCEED THE <br />TOTAL DOLLAR AMOUNT PAID BY SUPPLIER TO SOURCEWELL IN ADMINISTRATIVE FEES UNDER <br />THIS CONTRACT DURING THE PRECEDING TWENTY-FOUR (24) MONTH PERIOD. <br /> <br /> <br /> <br />  <br />    <br />  <br />  <br />City Council 12 – 12 7/1/2025