AG 2017 08 21 - Laserfiche WebLink

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Company acknowledges that the County has not designed the Facility, that the County has not supplied any plans or specifications with respect thereto and that the County: (a) is not a manufacturer of, or dealer in, any of the component parts of the Facility or similar facilities, (b) has not made any recommendation, given any advice nor taken any other action with respect to (i) the choice of any supplier, vendor or designer of, or any other contractor with respect to the Facility or any component part or any property or rights relating thereto, or (ii) any action taken or to be taken with respect to the Facility or any component part thereof or any property or rights relating thereto at any stage of the construction, (c) has not at any time had physical possession of the Facility or any component part, and (d) has not made any warranty or other representation, express or implied, that the Facility or any component part or any property or rights relating thereto (i) will not result in or cause injury or damage to persons or property, (ii) has been or will be properly designed, or will accomplish the results which Company intends, or(iii) is safe in any manner or respect. The County makes no express or implied warranty or representation of any kind whatsoever with respect to the Facility or any component part, including but not limited to any warranty or representation with respect to the merchantability or the fitness or suitability for any particular purpose, and further including the design or condition, the safety, workmanship, quality, or capacity; compliance with the requirements of any law, rule, specification or contract pertaining thereto; any latent defect; the Facility's ability to perform any function; or any other characteristic of the Facility; it being agreed that as between the County and Company, Company is to bear all risks relating to the Facility, its completion or the transactions contemplated hereby and Company waives the benefits of any and all implied warranties and representation of the County. The provision of this Section V. shall survive the Agreement's termination. VI. TERMINATION OF AGREEMENT This Agreement shall terminate at the end of the fifth year after the County has made the last of the County Incentives required by this Agreement. After such termination, this Agreement will be null and void, and the parties to this Agreement will have no further obligations from one to the other thereafter, except as specifically noted in this Agreement. VII. ASSIGNMENTS The Company shall not assign this Agreement or any portion without the written consent of the County, nor shall the Company assign any funds due or to become due to it without the prior written consent of the County; provided, however, the Company shall be permitted to assign this Agreement or any portion, or any funds due or to become due to it hereunder, to any direct or indirect wholly-owned subsidiary or other related party of the Company. However, in the event of such assignment, the Company shall remain ultimately responsible and liable for the performance of the Company's obligations. Pag@*0f46t number 3\n F-8 Page 138