Agenda - 4-21-14 Reg. Meeting - Laserfiche WebLink

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Logan Systems will negotiate in good faith to continue a portion of the services authorized by this agreement. 18. Force Majeure Neither party shall be liable to the other for any cost or damages if the failure to perform arises out of causes beyond the control and without the fault or negligence of the parties. The definition of force majeure will be consistent with the definition in Section J (page 10) of the Request for Proposal. The Request for Proposal is attached hereto as "Exhibit A" and the referenced section is hereby incorporated by reference herein. 19. Application Software — Source Code Logan Systems agrees to escrow its source code in a manner consistent with Section H (page 13) of the Request for Proposal. Under certain circumstances, including but not limited to the bankruptcy or receivership of Logan Systems, the County shall be entitled to receive the source code from that third party escrow agent. Section H (page WO 13) of the Request for Proposal is incorporated into this agreement in its entirety herein. The Request for Proposal is attached hereto as "Exhibit A." 20. Vendor Response Codes Logan Systems responses to the Vendor response codes on pages 18 -23 of the Request for Proposal are hereby incorporated herein by reference. The Request for Proposal is attached hereto as "Exhibit A." 21. Independent Contractor Logan Systems shall be legally considered an independent contractor and neither the contractor nor its employees shall, under any circumstances, be considered servants or agents of Lee County; and Lee County shall be at no time legally responsible for any negligence or other wrongdoing by Logan Systems, its servants, or agents. Lee County shall not withhold from the contract payments to the contractor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amount for benefits to Logan Systems. Further, Lee County shall not provide to Logan Systems any insurance coverage or other benefits, including Workers' Compensation, normally provided by Lee County for its employees. 22. Oral Statements No oral statements of any person shall modify or otherwise affect the terms, conditions, or specifications stated ion this contract. All modifications to the contract must be made in writing signed by an authorized representative of each party. 23. Patents and Royalties Logan Systems covenants to save, defend, keep harmless, and indemnify Lee County and all its officers, departments, agencies, agents, and employees from and against all claims, loss, damage, injury, fines, penalties, and cost — including court costs and attorney's fees, charges, liability, and exposure, however caused — for or on account of any copyright or patented or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by Lee County. If Logan Systems uses any design, devise, or materials covered by patent or copyright, it is mutually agreed and understood without exception that the contract price includes all royalties or costs arising from the use of such design, devise, or materials in any way in the work. 24. Quality Control Logan Systems shall institute and maintain throughout the contract period a properly documented quality control program designed to