Kittitas Harris Professional Services Agreement v1_Final

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(b) During the term of this Agreement, Harris shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Harris shall be due and payable within ten (10) days of receipt thereof by Organization. (c) In addition to all other available remedies, Harris may suspend or terminate the Professional Services if Organization fails to pay any portion of an invoice on or before thirty (30) days after the date it becomes due. Suspension or termination of any Professional Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (d) Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the delivery of the Professional Services described in this Agreement shall be paid by Organization and are excluded from the prices listed in the applicable Statement of Work and such sums (including the payment of the taxes) shall be due and payable to Harris within ten (10) days of receipt of an invoice therefore. Any taxes levied after delivery of the Professional Services described in this Agreement shall be paid by Organization. For the sake of clarity, all of the fees listed in this Agreement are exclusive of any applicable taxes. Organization shall be responsible for the payment of any applicable duties, and sales/consumption taxes. Organization warrants that there are no additional county/city/municipal style taxes that apply to any of the Professional Services or that are in relation to income taxes payable by Harris’s employees. (e) Any fees based on a fixed price arrangement are provided based on Harris’ fees as applicable at the time the parties negotiate a particular Statement of Work. Any delays that result from Organization’s actions, inaction, or requests for modifications (whether incorporated into a Change Order or not) will affect the basis on which Harris provided the fixed price; and as such, Harris reserves the right to charge for additional time and expenses where the duration of the Statement of Work is extended as a result of Organization’s actions, inaction, or requests for modifications. 4.2 Change Orders With respect to any proposed changes to the Professional Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and/or of Harris applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will be timely considered and will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing, the performance of the Professional Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. A sample change order is presented in Schedule B. ARTICLE V LIABILITY AND REMEDIES 5.1 Liability (a) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect.