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Professional Services Agreement
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2024-03-05 10:00 AM - Commissioners' Agenda
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Professional Services Agreement
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Last modified
1/23/2025 3:40:05 PM
Creation date
1/23/2025 3:39:53 PM
Metadata
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Template:
Meeting
Date
3/5/2024
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Item
Request to Approve and Authorize the Auditor to Sign the Cayenta Financial Software Contracts
Order
2
Placement
Consent Agenda
Row ID
115019
Type
Contract
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5.2 Allocation of Risk <br />The parties agree that the limited warranties, disclaimers and limitation of liability as set out in in this <br />Agreement are fundamental elements of the basis of bargain between Harris and Organization and set <br />forth an allocation of risk reflected in the fees and payments hereunder. <br />5.3 Remedies <br />\A/lrere remedies are expressly afforded by this Agreement, such remedies are intended by the parties to <br />be the sole and exclusive remedies of the Organization for liabilities of Harris arising out of or in connection <br />with this Agreement, notwithstanding any remedy otherwise available at law or in equity. <br />ARTICLE VI <br />GENERAL <br />6.1 Force Maieure <br />Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of <br />such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, pandemic, fire, <br />flood, or other natural disaster, acts of government, strike, walkout, communication line or power failure, <br />failure in operability or destruction of the Organization's computing infrastructure (unless by reason of the <br />negligence of a party to this Agreement), or failure or inoperability of Third-Party Products or services or <br />any software other than Harris' proprietary software components of the Harris Products. Any applicable <br />delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. <br />Confidentialitv <br />Dutv Owed to the Orqanization - Harris acknowledges that it may receive information from <br />the Organization or otherwise in connection with this Agreement or the performance of the <br />Professional Services. Except for information in the public domain, unless such information <br />falls into the public domain by disclosure or other acts of the Organization or through the <br />fault of the Organization, Harris agrees: <br />(i) to maintain this information in confidence; <br />(ii) not to use this information other than in the course of exercising its rights or <br />performing its obligations under this Agreement; <br />(iii) not to disclose or release such information except on a need-to-know only basis <br />for the purposes of performing the Professional Services; <br />(iv) not to disclose or release such information to any third person without the prior <br />written consent of the Organization, except for authorized employees or agents of <br />Harris, or where may be required by applicable law or court order; and <br />(v) to take all appropriate action, whether by instruction, agreement or otherwise, to <br />ensure that third persons with access to the information under the direction or <br />control or in any contractual privity with Harris, do not disclose or use, directly or <br />indirectly, for any purpose other than for performing the Professional Services <br />during or after the term of this Agreement, any material or information, including <br />the information, without first obtaining the written consent of the Organization. <br />6.2 <br />(a)
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