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<br /> and regulations. Metavante may provide sample forms, documents, and procedures to Customer for information purposes, but
<br /> Metavante makes no warranty or representation as to the legality or accuracy of such forms,documents,or procedures.
<br /> 15.7 Performance by Subcontractors. Customer understands and agrees that the actual performance of the Services may be
<br /> made by Metavante, one or more Affiliates of Metavante,or subcontractors of any of the foregoing Entities (collectively, the"Eligibie
<br /> Providers"). For purposes of this Agreement,performance of the Services by any Eligible Provider shall be deemed performance by
<br /> Metavante itself. Metavante shall remain fully responsible for the performance or non-performance of the Services by any Eligible
<br /> Provider, to the same extent as if Metavante itself performed or failed to perform such services. Customer agrees to look solely to
<br /> Metavante, and not to any Eligible Provider, for satisfaction of any claims Customer may have arising out of this Agreement or the
<br /> performance or nonperformance of Services.However,in the event that Customer contracts directly with a Third Party for any products
<br /> or services(a'Third Party Contract"),Metavante shall have no liability to Customer for any products or services provided under any Third
<br /> Party Contract,even if such products or services are necessary for Customer to access or receive the Services hereunder.
<br /> 16, MISCELLANEOUS PROVISIONS
<br /> 16.1 Govemino Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties
<br /> hereunder shall be governed by the internal laws of the State of Washington,excluding its principles of conflict of laws.
<br /> 16.2 Venue and Jurisdiction. In the event of litigation to enforce the terms of this Agreement,the parties consent to venue in an
<br /> exclusive jurisdiction of the courts of Snohomish County,Washington. The parties further consent to the jurisdiction of any federal or
<br /> state court located within a district which encompasses assets of a party against which a judgment has been rendered,either through
<br /> arbitration or litigation,for the enforcement of such judgment or award against such party or the assets of such party.
<br /> 16.3 Entire Agreement;Amendments. This Agreement, together with the exhibits and schedules hereto,constitutes the entire
<br /> agreement between Metavante and the Customer with respect to the subject matter hereof. There are no restrictions, promises,
<br /> warranties, covenants or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior
<br /> negotiations,agreements,and undertakings between the parties with respect to such matter. This Agreement,including the exhibits and
<br /> schedules hereto,may be amended only by an instrument in writing executed by the parties or their permitted assignees.
<br /> 16.4 Relationship of Parties. The performance by Metavante of its duties and obligations under this Agreement shall be that of
<br /> an independent contractor and nothing contained in this Agreement shall create or imply an agency relationship between Customer and
<br /> Metavante,nor shall this Agreement be deemed to constitute a joint venture or partnership between Customer and Metavante.
<br /> 16.5 Affiliates. Customer agrees that it is responsible for assuring compliance with this Agreement by those Affiliates receiving
<br /> Services under this Agreement, Customer agrees to be responsible for the submission of its Affiliates'data to Metavante for processing
<br /> and for the transmission to Customer's Affiliates of such data processed by and received from Metavante. Customer agrees to pay any
<br /> and all fees owed under this Agreement for Services rendered to its Affiliates.
<br /> 16,6 Assignment. This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior
<br /> written consent of the other party,which consent shall not be unreasonably withheld,provided that(a)Metavante's consent need not be
<br /> obtained In connection with the assignment of this Agreement pursuant to a merger in which Customer is a party;and(b)Metavante may
<br /> freely assign this Agreement(i)in connection with a merger,corporate reorganization or sale of all or substantially all of its assets,stock
<br /> or securities,or(ii)to any Entity which is a successor to the assets or the business of Metavante. Each party expressly acknowledges
<br /> that it has not relied upon any representation,warranty,condition,inducement,or understanding other than those expressly set forth in
<br /> this Agreement,and expressly waives any and all claims of any such reliance.
<br /> 16.7 Notices. Except as otherwise specified in the Agreement, all notices, requests, approvals, consents and other
<br /> communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by(i)first class
<br /> U.S.mail,registered or certified, return receipt requested,postage pre-paid;or(ii)U.S.express mail,or other,similar oveiht courier
<br /> service to the address specified below. Notices shall be deemed given on the day actually received by the party to whom the notice is
<br /> addressed.
<br /> City of Everett
<br /> In the case of Customer: 2930 Wetmore Ave.
<br /> Everett,WA 98201
<br /> Attn: IT Director
<br /> For Billing Purposes: Same as above
<br /> In the case of Metavante: Metavante Corporation
<br /> 4900 West Brown Deer Road
<br /> Milwaukee WI 53223
<br /> Attn: Frank G.D'Angeio
<br /> Copy to: FIG Law Dept.
<br /> 601 Riverside Ave.
<br /> ©2010 Fidelity National Information Services,Inc.and its subsidiaries.
<br /> 100453Everett City of Payment Services Master Agreement(BSP B2C Services)-04041111C 9
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