Agenda - 03-06-2025; 8-g - Contract Amendment with Farragut Systems, Inc. for Land Records Computer Assisted Mass Appraisal (LR CAMA) System Conversion Project

Browse Search

DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 53 11.3 Interpretation. This Agreement 11.7 Compliance with Laws. Customer will be construed according to its fair meaning and and Farragut shall comply with all federal,state and not for or against either party. Headings are for local laws in the performance of this Agreement, reference purposes only and are not to be used in including those governing use of the Software. construing the Agreement. Software provided under this Agreement may be subject to U.S. and other government export 11.4 GOVERNING LAW. THIS control regulations. Customer shall not export or AGREEMENT WILL BE GOVERNED BY THE re-export any Software in violation of such export LAWS OF THE STATE OF NORTH CAROLINA, regulations. WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS, UNLESS CUSTOMER IS A 11.8 Assignments. Farragut may GOVERNMENTAL SUBDIVISION OF ANOTHER assign this Agreement or its interest in the STATE, IN WHICH CASE THE LAWS OF THE Software, or may assign the right to receive STATE IN WHICH CUSTOMER IS A payments, without Customer's consent. Customer GOVERNMENTAL SUBDIVISION WILL will be notified in writing if Farragut makes an CONTROL. assignment of this Agreement. Customer shall not assign this Agreement without the express written 11.5 Severability. Whenever possible, consent of Farragut, such consent not to be each provision of this Agreement will be interpreted unreasonably withheld. In the event of any to be effective and valid under applicable law. If any permitted assignment of this Agreement, the provision is found to be invalid, illegal or assignee shall assume in writing the liabilities and unenforceable, then such provision or portion responsibilities of the assignor. Any attempted thereof will be modified to the extent necessary to assignment in violation of this section will be void. render it legal, valid and enforceable and have the Subject to the foregoing, this Agreement will bind intent and economic effect as close as possible to and inure to the benefit of the parties, their the invalid, illegal or unenforceable provision. If it respective successors and permitted assigns. is not possible to modify the provision to render it legal, valid and enforceable, then the provision will 11.9 Third-Party Rights. The be severed from the rest of the Agreement and enforcement of the terms and conditions of this ignored. The invalidity, illegality or unenforceability Agreement and all rights of action relating to such of any provision will not affect the validity, legality enforcement will be strictly reserved to Customer or enforceability of any other provision of this and Farragut, and nothing contained in this Agreement, which will remain valid and binding. Agreement will give or allow any claim or right of action whatsoever by any third person. It is the 11.6 Force Majeure. "Force Majeure" express intent of the parties to this Agreement that means a delay encountered by a party in the any person, other than Customer or Farragut, performance of its obligations under this receiving services or benefits under this Agreement Agreement which is caused by an event beyond will be deemed an incidental beneficiary only and the reasonable control of the party, but does not will not have any rights under this Agreement. include any delays in the payment of monies due by either party. Without limiting the generality of 11.10 Independent Contractors. The the foregoing, "Force Majeure" will include but is parties are independent contractors. Neither party not restricted to the following types of events: acts will have any right, power or authority to act or of God or public enemy; acts of governmental or create an obligation, express or implied, on behalf regulatory authorities (other than, with respect to of the other party except to the extent, if any, as Customer's performance, Customer and its specifically provided by this Agreement. Nothing in governing entities); fires, floods, epidemics or this Agreement will be construed to create any serious accidents; unusually severe weather partnership, association, joint venture or conditions; strikes, lockouts, or other labor employment relationship between the parties. disputes. If a Force Majeure occurs, the affected party will not be deemed to have violated its 11.11 Notices. A notice required or obligations under this Agreement, and time for permitted to be given under this Agreement by one performance of any obligations of that party will be party to the other must be in writing, addressed to extended by a period of time necessary to the party to whom the notice is given at their overcome the effects of the Force Majeure. address set forth on the Signature Page, and shall -8-