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issued by companies admitted to do business in the State of Washington ancl have a rating olA-. Cla-ss Vlt or better in the most recentl)'
<br />publishededitionofBest'sReportsunlessothenviseapprovedbythiCount-v. Ifaninsurerisnotadmined^all insurancepoliciesandprocedures
<br />ibr issuing the insurance policies nrust comply rvith Chipter .18. l5 RCW and 284-15 WAC. At a nrinimum. Contractor shall rnaintain and provide
<br />proolof iommercial Ceneral Liability lnsurince (rvith iyber liabilir-v*/data breach coverage) rvith coverage limits not less than $1.000.000 per
<br />occurrence. for all covered losses. Thi policl, must include coveragefor be endorsed to include the Count-v and its ollicials. employees and agents
<br />as additional insureds.
<br />Limitation of Liabilitv. EKcepr as otherwise set forth in this Agreement, neither Parry- shall be liable for an-".. indirect. incidental' exemplary. punitive.
<br />-.-*,l".rri"l damages under this Agreement, including, ivithout limitation, lost profits, lost goodrvill. or lost business' even is such Partv has
<br />been advised olthe possibiliry ofsuch damages.
<br />No Warrantv. Except for the elipress representations and rvarranties set forth in this Agreement, Streamline makes no other representations or
<br />,"ottu1ti"r ona n"reby 4isclaims ail responsibiliq for any situation rvhere the.security, the availability, or the stability ofthe Services is compromised
<br />6. ll
<br />613
<br />6. l4
<br />6.1 5
<br />616
<br />6.17
<br />6 t8
<br />6. l9
<br />610
<br />6.21
<br />6.22
<br />o.zJ
<br />bythe-Clientsitecontert-or.any.actionslaken-by..Stte-amlineat,tbErequgstolClielt -,...
<br />Notices..{nyandallnotices,demands,ot'fers,requestsorothercommunicationsrequiredorpermittedbythisAgreernentshall begrvenin\\rltlng
<br />arut sil't ty lian4 rielivery or registered orcertified rnail- return receipt requested, with first-class postage prepaid addressed as follorvs:
<br />If to Streamline: If to Client:
<br />2271 t-ava3idge Coltrt . . CITY OF XXX
<br />Suite I l0
<br />Roseville, CA 95661
<br />Any rvritten notice thal is retluired to be made rvithin a stated period oftime shall be considered to be timely ifdelivered or mailed belore midnight
<br />on the last date ofthe period.
<br />Costs and Fees. lf an), action at law or in equit-v or any other proceeding is brought to enforce or interpret the provisions of this Agreement. each
<br />pa(y shall bear its orvn costs and fees.
<br />lnlerDretation. Each Parry represents and warrants that each ol them has had an opportunity to l'ully revielv lhis Agreement and solicit counsei to
<br />assist them.rvith such revierv. Ifan attomey has not been solicited by a Parry. such Party acknorvledges that it has chosen not to solicit an attomey
<br />because such Paq' fully understands the iegal ramifications of this Agreement. ln the event any disagreement should arise betlveen the Panies
<br />regarding the interpretaiion ofany ofthe provisions ofthis Agreement, then neither ofthe Panies shall be entitled to receive any preference by
<br />operation oflaw, or in equity, in the interpretation ofsuch disagreement.
<br />Severabiliw AnyrermorprovisionofthisAgreementthalisinvalidorunenforceableinanysttuationinanyjurisdictionshall notaffectthevalidity
<br />or enfor."uUitity'of the rernarning rerms and provisions hereof or the validiry or enforceabtlity of the offending term or provision in any other
<br />situation or in any otherjuristiiction: providec!, horvever, that ifeither ofthe Parties hereto is thereby denied the substantial benefit ofthis Agreement'
<br />then this Agreement shall be ofno further lbrce or effect.
<br />EffectiveDate. TheEffectiveDateisforrelerenceonly.EvenifthisAgreementdoesnottakeefTect,Clientwill beobligatedtopayStreamline
<br />the reasonable value ofany Services Streamline may have perlormed for Client.
<br />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 govemed by and construed in accordance rvith the larvs of the State of Washington without giving etfect to conflicts of law
<br />principles thereofand that that venue for any action initiated by any ofthe Parties pertaining to this Agreement shall be the state or federal courts
<br />in Kniitas County, Washington. The Parttes hereby waive their right to contest this venue and to initiate such a claim in another venue.
<br />IncleoendentContractor. ThePartiesrepresentandwarrantthatStreamlineentersintothisAgreement,andwillremainthroughouttheTermofthe
<br />ACr*-""lJr "" *dapandent contractor. The Parties represent and wanant that Streamline is not and lvill not become an employee, partner' agent,
<br />or principal of Client rvhile this Agreement is in eft'ect.
<br />Use of Emolovees or Subcontractors. Companl' may, at Company's own expense, use any employees or subcontractors as Company deems
<br />".*tr"tf' t" p"rf"* tl* s.n,h*"qrired oiCompany by this Agreement. Specificatly, Company may elect to use Fire Recovery USA' LLC or
<br />FRUSA EMS, enrities 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 ofthose services.
<br />Counterparts and Facsimile Transmission. This Agreement may be esecuted in counterparts, each ofrvhich shall be an onginal, builvhich together shall
<br />.o"stit"t" "* -d th" s"-. Agreerlent-{ll fax, digital, mechanical and/or stamped signatures shall be tleated as original signatures ("Associated
<br />signature") that are associated rvith this Agreement, as long as afrrxed to the particular document lvith the approval ofthe person whose signature
<br />is iepresenred bl the Associated Signature. There shall be a rebuttable presumption that an Associated Signature was affixed to the particular
<br />document \vith the consent ofthe person rvhose signature is represented thereby.
<br />Coooerative Purchases. This Agreement may be used by other government agencies. Company has agreed to offer similar services to other agencles
<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, rgency reimbursed costs, and other agency requirements- The Cit-v/Counq'/or Fire
<br />DepartmenvProtection District rvill in no rvay rvhatsoever incur any liabililv in relation to specifications, delivery, pa) ment, or an-Y other aspect of
<br />purchase by othet agencies
<br />THE PARTIES HAVE EXECUTED THIS ACREEMENT AS OF TTIE DATE WRITTEN BELOW
<br />*STREAMLINE"
<br />Streamline License and Service Agreement Revised l2ll4ll0?0
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