2023-104-E-Tax Dept-Digital Marketing -Land Records computer assisted mass appraisal LR CAMA software

Browse Search

- 3 - 4. Term and Termination 4.1. As a master agreement, this Agreement shall remain in place until terminated as set forth herein. 4.2. The term of a Statement of Work will begin when it is executed by both parties and will terminate when performance under the Statement of Work is completed and paid for, unless the Statement of Work is otherwise terminated as provided herein or in the Statement of Work. Either party may terminate this Agreement or any Statement of Work if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. If a breach relates solely to Services provided or fees to be paid under a specific Statement of Work and not to other Statements of Work, then a party will have the right to terminate only the affected Statement of Work and not the entire Agreement or other Statements of Work. 4.3. Customer may terminate a Statement of Work by providing at least thirty (30) days prior written notice to Farragut, in the event that applicable county, state, or federal funds associated with such project are withdrawn. 4.4. The terms provided in Sections 3, 5, 6.1, 7 and 8 of this Agreement shall survive any termination of this Agreement. In the event of termination, unless such termination is due to a material breach by Farragut, Customer agrees to pay Farragut for all Services rendered and expenses incurred up to the date of termination (on a pro-rated basis for fixed-fee or milestone-based Statements of Work). 4.5. Except as otherwise set forth in this Agreement, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Termination of this Agreement will not relieve Customer of its obligation to pay all fees and expenses that accrued before such termination. 5. Representations and Warranties 5.1. Farragut represents and warrants that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement, and that the results of the Services will meet the tax purposes of Customer, to the extent such purposes are reflected in the requirements and specifications set forth in a Statement of Work between the parties. Customer agrees to notify Farragut of any breach of this representation within thirty (30) days after completion of the Services, including all substantiating documentation. Customer’s sole remedy for breach of this representation shall be for Farragut to reperform the Services at issue at no charge to County; provided that if Farragut breaches this representation for the same Services more than three (3) times, then County will have the right to terminate this Agreement for breach without further opportunity to cure. 5.2. Customer represents and warrants that it has obtained or will obtain prior to Farragut’s commencement of the Services all licenses and consents from third party vendors authorizing access to and/or modifications of software and/or technical information owned by such vendors and licensed to Customer, as required in order for Farragut to perform the Services. 5.3. Each party represents and warrants that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party. 5.4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, FARRAGUT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING. 6. Liability and Insurance DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED