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Cp Service& License Agreement for Everett,WA
<br /> Indemnification
<br /> 31. Each party shall defend,indemnify and hold harmless the other party,its elected and appointed officials, partners,employees,
<br /> and agents from and against any and all lawsuits,claims,demands, penalties,losses,fines, liabilities,damages,and
<br /> expenses including attorney's fees of any kind,without limitation,in connection with the operations of and installation of
<br /> software contemplated by this Agreement,or otherwise arising out of or in any way connected with the CivicPlus provision of
<br /> service and performance under this Agreement.This section shall not apply to the extent that any loss or damage is caused by
<br /> the negligence or willful misconduct on the part of the party seeking the defense,indemnity or hold harmless. .If Client and
<br /> CivicPlus are both negligent,damages shall be apportioned in accordance with the percentage of negligence of each party.
<br /> This paragraph is not intended to benefit entities not a party to this contract.
<br /> Liabilities
<br /> 32. CivicPlus will not be liable for any act,omission of act,negligence or defect in the quality of service of any underlying carrier or
<br /> other service provider whose facilities or services are used in furnishing any portion of the service received by the Client,
<br /> except for those carriers/providers contracted by CivicPlus in the delivery of its obligations/deliverables under this Agreement..
<br /> CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any
<br /> entity other than CivicPlus that furnishes services,facilities or equipment used in connection with CivicPlus services or
<br /> facilities.
<br /> 33. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or warranties,
<br /> including any warranties regarding merchantability or fitness for a particular cause.
<br /> Force Majeure
<br /> 34. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if
<br /> the delay or failure to perform is occasioned by force majeure,meaning any act of God,storm,fire,casualty, unanticipated
<br /> work stoppage,strike, lockout,labor dispute,civic disturbance, riot,war, national emergency,act of Government,act of public
<br /> enemy,or other cause of similar or dissimilar nature beyond its control.
<br /> Taxes
<br /> 35. it is CivicPlus'policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt,the
<br /> Client must provide CivicPlus proof of their tax-exempt status,within fifteen(15)days of contract signing, and this agreement
<br /> will not be taxed. If the Client's state taxation laws change,the Client will begin to be charged sales tax in accordance with
<br /> their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes.
<br /> Miscellaneous Provisions
<br /> 36. All work performed by CivicPlus in connection with the services performed under this Agreement shall be performed by
<br /> CivicPlus as an independent contractor and not as the agent or employee of the City.
<br /> 37. A party's forbearance or delay in exercising any right or remedy with respect to a default by the other party under this
<br /> Agreement shall not constitute a waiver of the default at issue. Nor shall a waiver by either party of any particular default
<br /> constitute a waiver of any other default or any similar future default.
<br /> 38. The provisions of this Agreement are for the exclusive benefit of the City and CivicPlus. This Agreement shall not be deemed
<br /> to have conferred any rights,express or implied,upon any third person.
<br /> 39. This Agreement shall be governed by and enforced in accordance with the laws of the State of Washington. The venue of
<br /> any action arising out of this Agreement shall be in the Superior Court of the State of Washington in and for Snohomish
<br /> County.
<br /> 40. This Agreement, including Exhibits A and B,constitutes the full and entire understanding and agreement between the parties
<br /> for performance of the services described herein. This Agreement may not be modified in any manner whatsoever without the
<br /> express written consent of the City,and the express written consent of CivicPlus.
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<br /> CivicPlus•317 Houston St.,Suite E•Manhattan,KS 66502•www.CivicPlus.com
<br /> Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
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