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issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently
<br />published edition of Best's Reports unless otherwise approved by the County. [fan insurer is not admitted, all insurance policies and procedures
<br />for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Contractor shall maintain and provide
<br />proof of Commercial General Liability Insurance (with cyber liability/data breach coverage) with coverage limits not less than $1,000,000 per
<br />occurrence, for all covered losses. The policy must include coverage for be endorsed to include the County and its officials, employees and agents
<br />as additional insureds.
<br />6.12 Limitation of Liability. Except as otherwise set forth in this Agreement, neither Party shall be liable for any indirect, incidental, exemplary, punitive,
<br />or consequential damages under this Agreement, including, without limitation, lost profits, lost goodwill, or lost business, even is such Party has
<br />been advised of the possibility of such damages.
<br />6.13 No Warranty. Except for the express representations and warranties set forth in this Agreement, Streamline makes no other representations or
<br />warranties and hereby disclaims all responsibility for any situation where the security, the availability, or the stability ofthe Services is compromised
<br />by therlient,_site-r-ontent, nr�nv_actions-taken-by Streamline at the request of Client.
<br />6.14 Notices. Any and all notices, demands, offers, requests or other communications required or permitted by this Agreement shall be given in writing
<br />and sent by hand delivery or registered or certified mail, return receipt requested, with first-class postage prepaid addressed as follows:
<br />If to Streamline: If to Client:
<br />2271 Lava Ridge Court _ _ CITY OF XXX
<br />Suite 110
<br />Roseville, CA 95661
<br />Any written notice that is required to be made within a stated period of time shall be considered to be timely if delivered or mailed before midnight
<br />on the last date of the period.
<br />6.15 Costs and Fees. If any action at law or inequity or any other proceeding is brought to enforce or interpret the provisions of this Agreement, each
<br />party shall bear its own costs and fees.
<br />6.16 Interpretation. Each Party represents and warrants that each of them has had an opportunity to fully review this Agreement and solicit counsel to
<br />assist them with such review. If an attorney has not been solicited by a Party, such Party acknowledges that it has chosen not to solicit an attorney
<br />because such Party fully understands the legal ramifications of this Agreement. In the event any disagreement should arise between the Parties
<br />regarding the interpretation of any of the provisions of this Agreement, then neither of the Parties shall be entitled to receive any preference by
<br />operation of law, or in equity, in the interpretation of such disagreement.
<br />6.17 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity
<br />or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other
<br />situation or in any other jurisdiction; provided, however, that if either of the Parties hereto is thereby denied the substantial benefit of this Agreement,
<br />then this Agreement shall be of no further force or effect.
<br />6.18 Effective Date. The Effective Date is for reference only. Even if this Agreement does not take effect, Client will be obligated to pay Streamline
<br />the reasonable value of any Services Streamline may have performed for Client.
<br />6.19 Venue. The Parties hereby consent to personal jurisdiction in any action brought with respect to this Agreement. Each of the Parties agree that this
<br />Agreement shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to conflicts of law
<br />principles thereof and that that venue for any action initiated by any of the Parties pertaining to this Agreement shall be the state or federal courts
<br />in Kittitas County, Washington. The Parties hereby waive their right to contest this venue and to initiate such a claim in another venue.
<br />6.20 Independent Contractor. The Parties represent and warrant that Streamline enters into this Agreement, and will remain throughout the Term of the
<br />Agreement, as an independent contractor. The Parties represent and warrant that Streamline is not and will not become an employee, partner, agent,
<br />or principal of Client while this Agreement is in effect.
<br />6.21 Use of Employees or Subcontractors. Company may, at Company's own expense, use any employees or subcontractors as Company deems
<br />necessary to perform the services required of Company by this Agreement. Specifically, Company may elect to use Fire Recovery USA, LLC or
<br />FRUSA EMS, entities related to Company, to perform the additional services that may be covered by the Agreement as described in section 1.5.
<br />Client may not control, direct, or supervise Company's employees or subcontractors in the performance of those services.
<br />6.22 Counterparts and Facsimile Transmission. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall
<br />constitute one and the same Agreement. All fax, digital, mechanical and/or stamped signatures shall be treated as original signatures ("Associated
<br />Signature") that are associated with this Agreement, as long as affixed to the particular document with the approval of the person whose signature
<br />is represented by the Associated Signature. There shall be a rebuttable presumption that an Associated Signature was affixed to the particular
<br />document with the consent of the person whose signature is represented thereby.
<br />6.23 Cooperative Purchases, This Agreement may be used by other government agencies. Company has agreed to offer similar services to other agencies
<br />under the same or similar terms and conditions as stated herein except the Company's compensation may be negotiated between the Company and
<br />other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The City/County/or Fire
<br />Department/Protection District will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of
<br />purchase by other agencies
<br />THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW.
<br />"STREAMLINE"
<br />Streamline License and Service Agreement Revised 12/14/2020
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