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<br />This Agreement may only be modified by a written amendment executed with the same
<br />formalities as are required for execution of this Agreement.
<br />Both parties understand the County retains discretion regarding the operation and allocation
<br />of the aggregate information processing capacity at its disposal, including the capacity
<br />covered by this Agreement. County agrees to allocate sufficient capacity to meet the existing
<br />processing requirements of Agency during the term of this Agreement.
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<br />8. County Review and Approval: Upon submittal of any request to execute a WO or to perform
<br />optional services under any executed WO, the County may, following review by the SCIT,
<br />agree to perform such work or reject it, or request such modification or additions as it deems
<br />appropriate.
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<br />At the outset of performance of each WO, or during performance of the WO to the extent the
<br />same is modified by the Parties, the County will either accept or reject Agency’s systems and
<br />services as listed in the WO. The County will not invoice Agency until the County has
<br />accepted service and/or system delivery responsibility, and the WO has been approved per
<br />Section 1 of this Agreement. Agency is not required to pay for services or systems until the
<br />County accepts delivery responsibility for those services and/or systems.
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<br />9. Access to Books/Records: Each Party may, at reasonable times, and upon prior notification
<br />inspect the records of the other party relating to performance of this Agreement. County and
<br />Agency shall keep all records required by this Agreement in accordance with statutory
<br />archival requirements.
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<br />10. Indemnification and Hold Harmless: Subject to the liability limitation stated in Section 11 of
<br />this Agreement, Agency shall hold harmless, indemnify, and defend, at its own expense,
<br />SCIT, its elected and appointed officials, officers, employees and agents, from any loss or
<br />claim for damages of any nature whatsoever, arising out of Agency’s collection, disclosure,
<br />maintenance, use or the breach of Agency Data, or its performance of this Agreement,
<br />including claims by Agency’s employees or third parties, except for those losses or claims for
<br />damages solely caused by the negligence or willful misconduct of the County, its elected and
<br />appointed officials, officers, employees or agents.
<br />Subject to the liability limitations stated in Section 11 of this Agreement, County shall hold
<br />harmless, indemnify, and defend, at its own expense Agency, its elected and appointed
<br />officials, officers, employees and agents, from any loss or claim for damages of any nature
<br />whatsoever, except loss for data breach, arising out of County’s performance of this
<br />Agreement, including claims by County employees or third parties, except for those losses or
<br />claims for damages solely caused by the negligence or willful misconduct of Agency, its
<br />elected and appointed officials, officers, employees or agents.
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<br />Subject to the liability limitations stated in Section 11 of this Agreement, in the event of
<br />liability for damages of any nature whatsoever arising out of the performance of this
<br />Agreement by Agency and County, including claims by Agency’s and County’s own officers,
<br />officials, employees, agents, volunteers, or third parties, caused by or resulting from the
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