2018-02-06 10:00 AM - Commissioners' Agenda
6/13/2018 12:33:40 PM
6/13/2018 12:29:43 PM
205 West 5th Room 109 - Ellensburg
Meeting document type
Fully Executed Version
Request to Approve an Agreement between Equivant and Kittitas County to Implement JWorks Attorney Case Management System
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e'qu iv ant <br />Courl'/iew Justice SOIUtlOll$. Ir.c d/b/a eQLI!vant <br />Warranty. equivant does not warrant Third Party Software. equivant will transfer any <br />warranty provided by the licensor of the Third Party Software to Customer. Third Party <br />Software is software that is not proprietary to equivant. <br />b. Services. equivant warrants that the Services provided under this Agreement shall be <br />performed with that degree of skill and judgment normally exercised by recognized <br />professional firms performing the same or substantially similar services. In the event of <br />any breach of the foregoing warranty, provided Customer has delivered to equivant <br />timely notice of such breach as hereinafter required, equivant shall, at its own expense, <br />in its discretion either (1) re-perform the non-conforming Services and correct the non- <br />conforming Deliverables to conform to this standard; or (2) refund to Customer that <br />portion of the Price received by equivant attributable to the non-conforming Services <br />and/or Deliverables. No warranty claim shall be effective unless Customer has delivered <br />to equivant written notice specifying in detail the non-conformities within 90 days after <br />performance of the non-conforming Services or tender of the non-conforming <br />Deliverables. The remedy set forth in this section is the sole and exclusive remedy for <br />breach of the foregoing warranty. <br />c. NO OTHER WARRANTIES. EQUIVANT MAKES NO OTHER WARRANTIES, <br />WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO <br />THE SOFTWARE OR THE DOCUMENTATION, ORANY MATERIALS OR SERVICES <br />FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, <br />INCLUDING MAINTENANCE AND SUPPORT. EQUIVANT SPECIFICALLY <br />DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS <br />FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, <br />DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH <br />RESPECT TO THE USE OF ANY OF THE FOREGOING. <br />11. LIMITATION OF LIABILITY <br />a. Customer hereby agrees that equivant's total liability to Customer for any and all <br />liabilities, claims or damages arising out of or relating to this Agreement, howsoever <br />caused and regardless of the legal theory asserted, including breach of contract or <br />warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, <br />exceed fees paid to equivant hereunder during the previous 12-month period. The <br />parties acknowledge and agree to the foregoing liability risk allocation. Any claim by <br />Customer against equivant relating to this Agreement must be made in writing and <br />presented to equivant within six (6) months after the date on which this Agreement <br />expires or is otherwise terminated. <br />b. In no event shall either party be liable to the other for any punitive, exemplary, special, <br />indirect, incidental or consequential damages (including, but not limited to, lost profits, <br />lost business opportunities, loss of use or equipment down time, and loss of or corruption <br />to data) arising out of or relating to this Agreement, regardless of the legal theory under <br />which such damages are sought, and even if the parties have been advised of the <br />possibility of such damages or loss and notwithstanding any failure of essential purpose <br />of any limited remedy. <br />12. GENERAL TERMS <br />a. Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate <br />any of its duties under this Agreement without the prior written consent of the other party <br />except in the event of sale of assets, merger or consolidation. Notwithstanding the <br />foregoing, equivant may without violation of this paragraph engage the services of <br />independent contractors to assist in the performance of its duties hereunder. <br />Rev. 06022016 4 of 13
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