Reso 2026-4033 - Laserfiche WebLink

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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 risks as required by Seller, for replacement by Seller or (b) the parties shall negotiate it mutually acceptable amount to be deducted from the Agreement price, the payment of which shall operate as a full release of Seller. Buyer's failure to notify Seller of tiny alleged defect or failure to meet specification within 2 clays shall constitute a complete waiver of any claim with respect to defects or failure to conform and Buyer's release and covenant not to sue Seller will) respect to any such claim. I9. Ae umcc: Bud er's acceptance of delivery of Producl(s) shall constitute irrefutable evidence or its agreement to the terns and conditions set forth herein, 20. Responsibility to Warn and Report: Buyer assumes all responsibility for (a) warning and protecting its personnel and any third parties craft ying with all relevant reporting obligations under the Emergency Planning and hazards to persons and property related to the Products) and (b) compl Communhy Right to Know Act of 1986. d? LISC Sections 11001-11049 resulting from the presence of chemicals under this At?reemenl. 21. Applicable Law/Forum/Jury Waiver; This Agreement is governed by and shall be construed under the Incas or the State of Florida without reference to conflicts of laws rules or principles. With respect to any suit. action or proceedings relating to this Agreement ("Proceedings') each Party irrevocably (a) submits to the exclusive jurisdiction of the courts ol'the Slate or Florida laid the United States District Cotn•t located in Brownrd County: (b) waives tiny obieetion that it nuty have at any time to the laying orvemte of any Proceedings brought in such court, (c) waives any claim that such Proceedings have been brought in tin inconvenient forum and (d) further waives the right to object. with respect to such Proceedings, that such court does not have jurisdiction over such party. INSOFAR AS PERMITTED BY LAW. EACH PAR,rY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT AND ACKNOWLEDGES THIS WAIVER iS A MATERIAL INDUCEMENT TO Tl-fE OTHER PARTY"; ENTERING INTO THIS AGREEMENT. The prevailing party in any litigation between the parties shall be entitled to recover reasonable costs including external attorneys fees. 22.Waiver: No waiver by either Party hereto of a breach or an obligation owed hereunder by the other shall be construed as a waiver of any other breach, whether of the same or of a different nature, No delay or railure on either Party's part to enforce any right or claim, which it any have hereunder, shall constitute a waiver on the respective Patty's part of such right or claim. All rights and remedies arising tinder this Agreement as amended and modified from time to time are cumulative and not exclusive of tiny rights or remedies which may be available at law or otherwise. 23. Assiannlent: Neither Party shall assign this Agreement without the consent of the other Party hereto. Any such attempt to assign this Agreement shall be null and void. Nothing herein shall confer or is intended to confer on any person or entity which is not a party to this Agreement any rights or benefits tinder this Agreement, 24. Amendmetni: This Agreement shall not be modified or amended, except by written instrument duly executed fly officers or Other duly authorized representatives of the respective Parties. Notwithstanding the foregoing, Buyer ngrces (lint Seller may modify Ilte terms of this Agreement at any time to comply with changes in applicable law. Acceptance or acquiescence in a course of performance tendered shall not be relevant to determine the meanings of these terms and conditions, Notwithstanding any provisions therein to (he contrary, tiny terms and conditions in a Buyer's purchase order. confirmation, acknowicdgement form or tether document issued by file Buyer that conflict with this Agreement or increase SelleC s obligations are rejected and shall not be binding on Seller unless expressly accepted by Seller in writing. 23. Severability: Any provision hereorwhich is legally unenforceable shall be inefreetive only to file extent of such unenforceabiIity without thereby invalidating the remaining provisions hercoror arrecling the validity orenforecability of this Agreement as a whole. 26. Entire Agreemen(: This Agreement contains the entire agreement and understanding between the Parties With respect to the subject matter hereof: and there are no other promises. representations. or warranties affecting it. 27. Force Maieure: in no event shall the Seller be held liable (a) for indirect, consequential, punitive, or multiple damnges or (b) for am' foss ol'any kind caused, directly or indirectly, by Federal, state or local law. order or regulation, government restrictions, war (Whether declared or undeclared). terrorist acts, insurrection. riots, fires. flooding, strikes, failure of utility services, accidents, adverse Weather or other events of nature, or other conditions beyond its reasonable control 28,Insurance: Buyer shall carry laid maintain comprehensive general public liability insurance. including contractual liability. bodily injury and property damage. workmen's compensation. and employer's liability insurance throughout the Term or the Agreement and anv extension ol'this Agreement. ` 29. Recording: Each party may, in its commercially reasonable discretion, record, on tape or Otherwise. any telephone conversation between the parties ant( involving their respective officers, ngents fund employees, and each party hereby agrees and consents thereto. 30. Time is of the F,ssence: Time is orthe Essence in this Agreement. Failure to meet a deadline shall be a breach. 31. Headings: pleadings in this Agreement are for convenience only and should not be used for interpretive purposes. 32. Authority to Sign: Each party executing this Agreement is duly nuthorized to do so and all entity action necessary for the making orthis Agreement has been duly taken.