R95-14 AUTHORIZING AGREEMENT - Laserfiche WebLink

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Agreement. The Owner agrees that the Consultant's professional liability for negligence or breach of warranty in the performance of any services in connection with this Agreement shall in no event exceed the amount of total compensation received by the Consultant for services rendered in connection with this Agreement. 7. Reuse of Documents: All documents, including, but not limited to, drawings, specifications, and computer software prepared by the Consultant pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by the Owner or others on extensions of the Aroject or on any other project. The Owner agrees, to the fullest extent permitted by law, to indemnify and hold the Consultant harmless from any claim,liability or cost (including reasonable attorneys'fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of these materials by the Owner or any person or entity that acquires or obtained these materials from or through the Owner without the written authorization of the Consultant. 8. Seve�: Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Owner and the Consultant,who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears on the signature page to this Agreement (as modified in writing from time to time by such party) and given personally,by registered or certified mail,return receipt requested, by facsimile or by a nationally recognized overnight courier service. All notices shall be effective upon the date oF receipt. 10. Successors and Assigi s: The Owner and Consultant each is hereby bound and the partners, successors, executors, administrators, legal representatives and assigns of Owner and Consultant are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators,legal representatives and assigns of such other party in respect of all covenants and obligations of this Agreement. 11. �esolution of Differences: The Owner and Consultant agree that any difference between them concerning their interpretation of the provisions of this Agreement shall be referred to a cominittee of disinterested parties consisting of one member appointed � by the Owner,one member appointed by the Consultant and a third member appointed by the two other members for disposition and that the committee's decision shall not be binding on either party hereto. s