2017 024 Ordinance - Laserfiche WebLink

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that same document, and shall be binding on the signatories; and the signature of any party to any counterpart shall be deemed a signature to, and maybe appended to, any other counterpart. In the event that any signature is delivered by facsimile transmission, by email delivery of a ".pdf' format data file, or by uploading of a ".pdf' format data file on the County's website, such signatures shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf' signature page were an original thereof. 5.13 Survival. Notwithstanding anything to the contrary, any provision of this Contract that, by its terms, survives any termination of this Contract and/or the closing and delivery shall survive and shall be enforceable after any termination of this Contract. 5.14 Severability. If any provision of this Contract is invalid or unenforceable for any reason, this Contract shall be divisible as to such provisions and the remainder of this Contract shall be and remain valid and binding as though such provision was not included. 5.15 Non-Exclusivity. Nothing herein is intended, nor shall be construed, as creating any exclusive arrangement with the Village. The County reserves the right to acquire similar, equal, or like goods, services, and/or other deliverables from other entities or sources. 5.16 Non-Waiver. The County's failure to require performance of any provision of this Contract, or if it requires performance and does not follow through, shall not affect the County's right to require performance at any time thereafter. Additionally, the County's waiver of any breach or default of this Contract shall not constitute a waiver of any subsequent breach or default or a waiver of the provision itself or any other provision. 5.17 Performance. Acceptance of performance is a condition of this Contract. It shall be understood and agreed that an agent for the County shall determine finally the satisfactory quality of the services and/or materials furnished under the Contract. Failure to meet the performance requirements is a reason for termination of the Contract, and the Village shall be liable to the County for any excess cost and/or expenses incurred by the County thereunder. 5.18 Agreement to remain in compliance with certifications, representations, and warranties as continuing commitments/verification. The Village shall ensure that all of its certifications, representations, and warranties under this Contract shall remain true throughout the duration of the Contract as if they are continuing commitments, and it shall immediately notify the County in writing in the event that any of the certifications, representations, or warranties ceases to be true. At its sole discretion, the County reserves the unequivocal right to review and audit the Village's continuing certifications, representations, and warranties. 5.19 Intellectual Propert~ghts. The Village hereby agrees that there will be no charge to the County for any patent, copyright, or any other intellectual property rights which it controls and which may be involved in the work under this Contract. The Village shall advise the County, in writing, of any process or patent rights which are not held or controlled by the Village, but which in the Village's opinion maybe involved in the work contemplated herein. Page 5 of 9