AG 2003 07 21 - Laserfiche WebLink

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If either party changes its address during the term hereof it shall so notify the other party in writing. ARTICLE X: OWNERSHIP OF ASSETS. TMG hereby represents and warrants to the County that either: (1) it is the sole and exclusive owner of, or (2) it has the right to license or sublicense any equipment, machinery, software, soi'o,vare programs or any other property of any kind or nature that TMG uses in the performance of its duties and provision of the services contracted for hereunder. Title to all property owned by TMG and maintained at the County's premises shall remain in TMG. The County shall only be responsible for any loss or damage to property owned or leased by TMG and on the County's premises, which damage or loss is caused solely and exclusively by the gross negligence or willful misconduct of any agent or employee of the County. TMG shall be responsible for maintaining up to date licenses, fees and any insurance on any property owned or leased by TMG and on the County's premises or used in performing the services contracted for hereunder. TMG agrees not to enter in to any equipment, machinery or other personal property arrangement in order to perform its services hereunder without the express prior written consent of the County. In the event the County elects to terminate this Agreement early, the County may elect (but is not obligated to) to _retain certain equipment leased by_TMG and used on the County's premises. If the lease of such equipment is assumable, TMG will assist the County with the County's assumption of these equipment obligations (subject to credit approval and consent of the lessor) and upon the assumption of such lease, the County agrees to hold TMG harmless fi.om any claim for damages, costs, or expenses associated with the rental or lease of the equipment fi.om and after the assumption date. Furthermore, if the County elects to assume such lease(s), the County agrees to reimburse TMG for any monies that TMG is required to pay out, if any, solely in connection with a lease transfer to the County. In the event the County elects not to retain any equipment, TMG shall promptly remove such equipment at its own cost and expense. Client shall reimburse TMG for any unused supplies TMG purchased solely for use on the Premises and upon payment, take possession of such supplies. ARTICLE XI: NON-PERFORMANCE. In the event TMG does not perform the services set forth in Exhibit A in a manner satisfactory to the County, the County shall notify TMG of the performance deficiency in writing. In the event that TMG does not correct the deficiency within thirty (30) days of such notice, the County may terminate this Agreement immediately and shall have no further obligation of any kind or nature to TMG hereunder. ARTICLE XII: LIMIT OF LIABILITY. TMG shall not be responsible for loss or damage to County shipments or mail improperly packaged or labeled by a party other than TMG or for loss or damages caused by delay or consequential damages of any kind resulting fi.om a loss or damaged package or mailing, unless caused by the negligence or misconduct of TMG, its employees or agents. TMG's liability