Reso 2022-3308 - 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 a 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 orally alleged defect or failure to meet specification within 2 days shall constitute it complete waiver of any claim with respect to detects or failure to conform and Buyer's release and covenant not to sue Seller with respect to any such claim. 14. Acceptance: Buyer's acceptance of delivery of Product(s) shall constitute irrefutable evidence of its agreement to the terms and conditions set forth herein, 20. Responsibility to Warn and Repmt: Buyer assumes all responsibility for (a) warning and protecting its personnel and any third parties of all hazards to persons and property rclated to the Products) and (b) complying with all relevant reporting obligations under the Emergency Planning and Community Right to Know Act of 1986. 42 USC Sections 110 1-1 I049 resulting from the presence orchemicals under this Agreement. 21, Applicable Law/Forum/Jury Waiver: ']'his Agreement is governed by and shall be construed under the laws or the State of Florida without reference to conflicts of latus 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 or the State of Florida and the United States District Court located in Brownrtl County: (b) waives any ohieetion [hal it may have at any time to the laving orvenue orally Proceedings brought in such court, (c) waives any claim that. such Proceedings have been brought in an inconvenient forum and (d) flutter waives the right to objecl, yaith respect to such Proceedings, that such court does not have jurisdiction over such party, INSOFAR AS PERIVHTTED BY LAW. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH Ti -IIS AGREEMENT AND ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S 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 of 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 failure on either Party's part to enforce any right or claim, which it Wray have hereunder, shall constitute a waiver on the respective Party's part or such right or claim. Ali rights and remedies arising under this Agreement as amended and modified r om time to time are cumulative and not exclusive of tiny rights or remedies which may be available at law or otherwise. 23. Assignment: Neither Party shall assign this Agreement without the consent ofthe other Party hereto. Any such attempt to assign this Agreement shall. be null and void. Nothing herein shall coli fer or is intended to confer on any person or entity yvhich is not a party to this Agreement any rights or benefits under this Agreement, l 24. Amendment: This Agreement shall not be modified or amended, except by written instrument duly executed by officers or other duly authorized representatives of the respective Parties. Notwithstanding the foregoing, Buyer ngrces that Seller may modify the terms of this Agreement at any time to comply yvith changes in applicable law. Acceptance or acquiescence in a course of perrormance rendered shall not be relevant to deternhine the meanings of these terms anti conditions. Notwithstanding any provisions therein to the contrary, tiny lernhs and conditions in a Buyer's purchase order, confirnmtiom acknowledgement form or other tlocunienl issued by file Buyer that conflict with this Agreement or increase Seller's obligations are rejected and shall not be binding on Seller unless expressly accepted by Seller in writing. 25. Severability: Any provision hereof which is legally unenrorecable shall be ineffective Only to the extent of such tnlenforceability without thereby invalidating the remaining provisions hereof or arrecting) the validity orenforecability of this Agreement as a whole, 26. Entire Agreement: This Agreement contains the entire agreement and understanding between the Parties yvitb respect to the subject matter hereof, and there are no other promises, representations, or warranties affecting it. 27. Force Majeure: in no event shall the Seller be held liable (a) for indirect, comsequentiul, punitive, or multiple damages or (b) for am. loss orally 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, tires. flooding, strikes, failure of utilily services, accidents, adverse weather or other events of nature, ov other conditions beyond its reasonable control 28. insurance: Bever shall carry and maintain comprehensive general public liability insurance. including contractual liability, bodily igjury and yer's liability insurnnce throughout the Term or the Agreement and anv extension of' this property damage. workmen's compensation. and emplo Agreement. 29. Recording: Each party may, in its commercially reasonable discretion, record, on tape or otherwise• any telephone conversation betvicen the parties and involving their respective officers, agentsand nd employees, and each party hereby agrees and consents thereto. 30. Time is of the Fssenee: Time is of the Essence in this Agreement. Failure to meet a deadline shall be a breach. 31. Headin s: 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 authorized to do so and all entity action necessary for the making of this Agreement has been duty tulten,