2020/12/30 Council Agenda Packet

B. Unlimited Liabilities. Nothing in this Agreement excludes or limits the Consultant's or the Client's Liabilityfor death or personal injury resultingfrom its negligence or the negligence of its employees or agents, willful misconduct or a lack of good faith, fraud or fraudulent misrepresentation, breach of any warranty, representation, term or condition of this Agreement, or matters for which liability cannot be excluded or limited under applicable law. Termination. Either the Consultant or the Client may terminate this Agreement for any reason with ninety (90) days written notice. Upon term[nationan-d n-ten (10) bus ine--daw-of re€eipt y s-w-rate r@ q -fit to terminate this ,A.-een e-fit; the s o cn lety w1se—co m meml a I l y' re asona<b, e- o-I return or d estr-oy . tien-aroeckby-e f i rs t-Rar ty , i i i s l • ud r �ht-.tt n t I mrYYli-r� tc �t �l —ir l' electronic files, ree men io n,ota � l�-n-s��, ingsrand copies thereof. The Client acknowledges that if USGS reasonably believes that immediate termination of the server connection is in the best interests of the government or serves the public's best interest, then USGS may terminate the connection without any advance notice. Upon termination of the server connection from USGS and resulting termination of the server connection to the Client, both Consultant and Client will stop utilizing ShakeAlert Materials. Period of Performance. The server connection provided by the Consultant shall begin within 90 days after the execution of this Agreement and shall continue until terminated by either party. Payment. For the first eighteen (18) months after the execution of this Agreement, monthly connection services shall be provided free of charge. Consultant reserves the right to introduce a recurring charge after this initial period and Client acknowledges this potential future cost. Consultant will provide notice to the Client at least 90 days in advance of introducing a recurring charge and will provide the Client with the opportunity to terminate this Agreement in accordance with the terms. Ongoing maintenance of the Client's devices required to connect to the ShakeAlert system will continue at the Consultant's normal labor rates and charges under existing or new contracts with the Client. Employment. Any and all employees of the Consultant, while engaged in the performance of any work or services required by the Consultant under this Agreement, shall be considered employees of the Consultant only and not of the Client, and any and all claims that may or might arise under the Workman's Compensation Act on behalf of said employees, while so engaged in the work or services provided or to be rendered herein, shall be the sole obligation and responsibility of the Consultant. The Consultant shall not engage, on a full or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been at any time during the period of this Agreement, in the employ of the Client except regularly retired employees, without written consent of the Client. Nondiscrimination. The Consultant agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, gender, marital status, sexual orientation, age, or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employment; promotions; demotion or transfer; recruitment or any recruitment advertising; layoff or terminations; rates of pay or other forms of compensation; selection for training; and rendition of services. Disputes. The parties shall make a good faith effort to resolve any and all disputes relating to this Agreement prior to initiating legal action. In the event that either party institutes legal action or proceedings to enforce any of its rights in this Agreement, both parties agree that any such action shall be brought in the courts of the State of Washington, situa-te. -Ki-n Cd int ; \/NEWBU INESS\MARKETING MATERIALS\SHAKEALERT\CONTRACTTEMPLATES\PILOTTO LTO TRANSITION\COE\CSA_AGMT_COE SHAKEALERT_2020.DOCX