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BooK 22 PAGE 145 <br />Logan Systems will negotiate in good faith to continue a portion of the <br />services authorized by this agreement. <br />18. Force Majeure: Neither party shall be liable to the other for any cost or <br />damages if the failure to perform arises out of causes beyond the control and <br />without the fault or negligence of the parties. The definition of force majeure <br />will be consistent with the definition in Section J (page 10) of the Request for <br />Proposal. The Request for Proposal is attached hereto as "Exhibit A" and the <br />referenced section is hereby incorporated by reference herein. <br />19. Application Software - Source Code: Logan Systems agrees to escrow its <br />source code in a manner consistent with Section 14 (page 13) of the Request <br />for Proposal. Under certain circumstances, including but not limited to the <br />bankruptcy or receivership of Logan Systems, the County shall be entitled to <br />receive the source code from that third party escrow agent. Section H (page <br />13) of the Request for Proposal is incorporated into this agreement in its <br />entirety herein. The Request for Proposal is attached hereto as "Exhibit A." <br />20. Vendor Response Codes: Logan Systems responses to the Vendor response <br />codes on pages 18-23 of the Request for proposal are hereby incorporated <br />herein by reference. The Request for Proposal is attached hereto as "Exhibit <br />A." <br />21. Independent Contractor: Logan Systems shall be legally considered an <br />independent contractor and neither the contractor nor its employees shall, <br />under any circumstances, be considered servants or agents of Lee County; and <br />Lee County shall be at no time legally responsible for any negligence or other <br />wrongdoing by Logan Systems, its servants, or agents. Lee County shall not <br />withhold from the contract payments to the contractor any federal or state <br />unemployment taxes, federal or state income taxes, Social Security tax, or any <br />other amount for benefits to Logan Systems. Further, Lee County shall not <br />provide to Logan Systems any insurance coverage or other benefits, including <br />Workers' Compensation, normally provided by Lee County for its employees. <br />22. Oral Statements: No oral statements of any person shall modify or otherwise <br />affect the terms, conditions, or specifications stated ion this contract. All <br />modifications to the contract must be made in writing signed by an authorized <br />representative of each party. <br />23. Patents and Royalties: Logan Systems covenants to save, defend, keep <br />harmless, and indemnify Lee County and all its officers, departments, <br />agencies, agents, and employees from and against all claims, loss, damage, <br />injury, fines, penalties, and cost - including court costs and attorney's fees, <br />charges, liability, and exposure, however caused - for or on account of any <br />copyright or patented or unpatented invention, process, or article <br />manufactured or used in the performance of the contract, including its use by <br />Lee County. If Logan Systems uses any design, devise, or materials covered <br />by patent or copyright, it is mutually agreed and understood without exception <br />that the contract price includes all royalties or costs arising from the use of <br />such design, devise, or materials in any way in the work. <br />24. Quality Control: Logan Systems shall institute and maintain throughout the <br />contract period a properly documented quality control program designed to <br />3 <br />