Res-2017-161 KCCD - Laserfiche WebLink

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10. Force Ma je ure. 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. 11 . Maintenance o f R ecords . Each party hereto agrees to maintain books, records and documents using accounting procedures which accurately reflect all direct and indirect costs related to the performance of services described herein. Each party may examine the other party's books and records to verify the accuracy of invoices. Each party's fiscal management system shall include the capability to provide accurate and complete disclosure of all costs invoiced under this Agreement. All books, records, documents and other materials relevant to this agreement will be retained for six years after expiration of the Agreement, and the Office of the State Auditor or other persons authorized by law and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. 12. 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 attorney's 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. No liability shall attach to the County by reason of entering into this agreement, except as expressly provided herein. The County cannot and does not guarantee the services provided by Statewide Imagery Services or their accuracy. There is no guarantee that use of Statewide Imagery Services will meet the satisfaction of the District, nor that unsatisfactory services will be remedied by the County. The County is not responsible for any technology or user ability issues or any other potential problems that arise from the Statewide Imagery Services or the use thereof. The District is responsible for ensuring that its use of Statewide Imagery Services complies with local, state, and federal laws. 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. 13. Warranty. Except as expressly stated herein, there are no express or implied warranties respecting this Agreement or the services provided. Interlocal Agreement Page 3 ofS