Resolution 2024-138 - Laserfiche WebLink

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Docusign Envelope lD: 69062889-783A-43C3-9277-CF5FF2FBA300 IEBMINAIION Either party may terminate flris Agreement upon 30 days' prior written notification to the other party If this Agreement is so taminatod, the parties shall be liable only for performanoe rendered or costs incurred in accordance with the terms of this Agreement prior to the effeotive date of teunination. TF',RMTNATION F'OR CAITS If for any cause, either par1ry does not fuIfiIl in a timely and proper manner its obligations under this Agreement, or if eiflrer pffi violates any of these terms and conditionsn the aggieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correot the violation or failure within 15 working days. If failure or violation is not conected, this Agreement may be terminated imrnediately by written notice of the aggrieved party to the other. F'ORCE MAJEIIRE Either party may cancel this Agreement without obligation or liability to the other party in the event that it becomes impossible or impracticable for that pafiy to perform its obligations hereunder by reason of force majeure beyond that party's reasonable confrol, including but not limited to fire, flood, eafihquake, pandemic, or other acts of God, war, invasion, hostilities, lebellion, insumection, or prohibitory or ir{trnotive orders of any competent judicial or other govemmental authority, oivil or military, Inthe event of such oancellation, the parties shall be liable only for performanoe rendered or oosts incumed in accordance with the terms of this Agreement prior to the effective date of termination. DIISPJITI$ In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. GOVERNANCE This Agreement is entered into pulsuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statutes andrules; b. Business Associate Agreement, Attachment "C";c. Statement of Work, Attachment "A"; d. Budget, Attaohment "B"; e, Any other provisions of the agreement, including materials incorporated by reftrence. ASSTGNMENT The work to be provided under this Agreement, and any claim arising there under, is ndt assignable or