R2016-051 - Laserfiche WebLink

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Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including acts of nature, acts of war, accident, labor disruption, acts, omissions or defaults of third parties, and official, governmental or judicial action not the fault of the party failing or delaying in performance. 9. HOLD HARMLESS AND INDEMNIFICATION Each Party shall hold harmless and indemnify the other Party and its directors, officers, employees, agents and representatives against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, but not including attorneys' fees unless awarded by a court of competent jurisdiction, for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with intentional, willful, wanton, reckless or negligent conduct. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct. The waivers in this section have been mutually negotiated by the parties and this entire section shall survive the expiration or termination of this Agreement. 10. WARRANTY Except as expressly stated herein, there are no express or implied warranties respecting this agreement or the services provided. 11. RELATIONSHIP OF THE PARTIES No agent, employee or representative of the County shall be deemed to be an agent, employee or representative of KVFR for any purpose, and the employees of the County are not entitled to any of the benefits KVFR provides to its employees. No agent, employee or representative of KVFR shall be deemed to be an agent, employee or representative of the County for any purpose, and the employees of KVFR are not entitled to any of the benefits the County provides to County employees. 12. PROPERTY The terms of this Agreement do not contemplate the acquisition of any real or personal property. Unless otherwise specifically agreed by the parties in writing, all property, personal and real, utilized by the parties hereto in the execution of this Agreement shall remain the property of that party initially owning it. 13. ADMINISTRATION OF AGREEMENT There shall be no separate legal entity created by this Agreement. This Agreement shall be administered jointly by the County's Public Health Director or designee and by KVFR's Fire Chief or designee. Interlocal Agreement for Community Paramedicine Assessment Page 3 of 5