Reso 98- 57 - Laserfiche WebLink

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ARTICLE 10 RELATIONSHIP BETWEEN THE PARTIES 10.1 The COUNTY is an independent contractor and is not an employee or agent of the CITY. Nothing in this AGREEMENT shall be interpreted to establish any relationship other than that of an independent contractor, between the CITY and the COUNTY, its employees, agents, subcontractors, or assigns, during or after the performance of this AGREEMENT. The COUNTY is free to provide similar services for others. 10.2 The COUNTY shall not assign, delegate, or otherwise transfer its rights and obligations as set forth in this AGREEMENT without the prior written consent of the CITY. Any attempted assignment in violation of this provision shall be void. ARTICLE 11 GENERAL PROVISIONS 11.1 Notwithstanding any provisions of this AGREEMENT to the contrary, the Parties shall not be held liable for any failure or delay in the performance of this AGREEMENT that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the Parties. Failure to perform shall be excused during the continuance of such circumstances, but this AGREEMENT shall otherwise remain in effect. This provision shall not apply if the "Statement of Work" of this AGREEMENT specifies that performance by COUNTY is specifically required during the occurrence of any of the events herein mentioned. 11.2 In the event any provisions of this AGREEMENT shall conflict, or appear to conflict, the AGREEMENT, including all exhibits, attachments and all documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 11.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this AGREEMENT by the Parties, their successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other Party from performing any subsequent obligations strictly in accordance with the terms of this AGREEMENT. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought. Such waiver shall be limited to provisions of this AGREEMENT specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 11.4 Should any term or provision of this AGREEMENT be held, to any extent, invalid or unenenforceable as against any person, entity or circumstance during the term hereof, by 6