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Kittitas County Jail — EF -2 Subsystem & Electrical
<br />WARRANTIES
<br />Customer shall receive a one (1) year warranty that covers labor and materials provided by McKinstry as part of
<br />the Work. This warranty commences on the date that the portion of the Work warranted is substantially
<br />complete. However, McKinstry makes no warranty whatsoever regarding components of the Work provided by
<br />third parties, and in such case the terms of the third party's warranty, including manufacturers' warranties, if
<br />any, shall apply between Customer and the third party. The warranties in this section are exclusive and in lieu of
<br />all other warranties, whether express or implied.
<br />TERMINATION
<br />Either Party may terminate this agreement upon fifteen (15) days written notice to the other Party. In such case
<br />the rights and obligations of each Party that arose prior to the termination date shall survive such termination,
<br />except that McKinstry shall have no obligation to perform Work after termination.
<br />DISPUTES
<br />In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains
<br />unresolved more than thirty (30) calendar days after the commencement of negotiation, then the Parties shall
<br />pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after the
<br />commencement of mediation, then either Party may commence binding arbitration. No litigation will be
<br />commenced by either Party unless all of the foregoing steps have been pursued to completion.
<br />CHOICE OF LAW, VENUE
<br />The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in
<br />which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is
<br />performed.
<br />FORCE MAJEURE
<br />Neither McKinstry nor Customer shall be considered in breach of this agreement to the extent that the Party's
<br />performance is prevented by an event or events that are beyond the control of such party, including but not
<br />limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear
<br />contamination, and/or acts or threats of terrorism.
<br />NO WAIVER
<br />No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or
<br />remedy, whether or not similar, nor shall any waiver constitute a continuing waiver.
<br />INTELLECTUAL PROPERTY
<br />Intellectual property provided by McKinstry to Customer as part of the Work are instruments of service owned
<br />by McKinstry and are not "work made for hire" as such term is defined under U.S. copyright law. When the Work
<br />is performed to completion, McKinstry grants to Customer a limited license to use the Intellectual Property to
<br />operate, maintain, renovate, and manage the subject matter of the Work.
<br />DAMAGES LIMITATION
<br />Neither party shall be liable for any consequential, indirect, special, incidental, exemplary, or similar, damages or
<br />losses, including loss of profits, whether based in contract or tort or any other theory, even if a party has been
<br />advised of the possibility of such damages. Furthermore, the total aggregate liability of either party, under any
<br />theory, is limited to the agreement Price.
<br />CONFIDENTIAL & PROPRIETARY
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<br />Lire 01 Your Bullding
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