2019 04-15 CC PACKET - Laserfiche WebLink

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LIMIT OF LIABILITY To the fullest extent permitted by applicable law, the.total ab;regate.liability of Ehiers.underthis Agreement for any actions or omissions taken by Ehlers in the performance of this Agreement shall be limited to thefees pai6by Clientto Ehlers under this Agreemett. The.Client understands they :are uliimatelyrespoiisible.for the sufficiency of the language of the post -issuance debt compliance policy and pt•oceduies,:ensuring:that the post - issuance debt compliance policy and procedures are implemented and. updated on a regular and as needed basis. 'Client, and not Ehlers, shall N..responsible for any payment due. to: the internal Revenue Service, includin; any rebate amount or -yield reduction payment and any interest or penalty for failureto.maketitnely payments on any tax-exempt debt obligation,. Under nd-circumstances shall any employe.e.or agent of'Ehlers I any personal liability arising out of this Agreement and no party shall seek or claim any such .personal liability. NO THIRD PARTY BENEFICIARY No. third party shall have any rights or remedies tinder this Agreement. This Agreement is made solely for the benefit of the parties hereto, and no other person, pattnership, limited liability .company, association — or corporation shall acquire or have any rights. under:this Agreement. CONFIDENTIALITY: DISCLOSURE OF INFORMATION Client information All information, files, records, memoranda And,other data of the Client ("Client lnfortnation") shall be deemed by the parties to be the property of Client: Ehlers. may disclose Client Information to -third parties: itr connection with (lie performance by it of its duties hereunder. Ehlers Information Client acknowledges that in connection with the performance by.Ehlers of its dudes hereunder; Client may become aware of internal files, records*. memoranda and other data,. including without limitation computer programs of Ehlers ("Ehlers Information"). Client acknowledges that all Ehlers Information, except. reports prepared by Ehlers for the Client, is confidential and proprietary to Ehlers, and agrees that Client will not; directly or indirectly;r disclose the same or any par( thereof to any person or entity. except with die. express written consent of. Ehlers. TERM 1 TERMINATION OF CONTRACT This Agreement shall begin on the effective date stated.above. Either party may terminate -this Agreement with orivjthoyt cause at any titrie by sending written noticeoUtermination to the other party at least.$Q days prior to.tbe ef%etive date of termination. Termination of this Agreement shall extend'to tlaatei minafian of.all Addetida.to this Agreenent. Shobld..this Agreement be terminated, Ehlers shall bc-relieved of all livability in connection with this Agreement and.Addcnda to this Agreement. SEVERABILITY To the extent any provision of this Agree-ment-shali be determiocd invalid or unenforceable, the invalid or unenforceable portion shall 'be deleted from this- Agreeimepti and the validity and enforceability of the remainder shall be unaffected. ENTIRE AGREEMENT There Ait no representations, covenants, warranties, promises, agreements, wndi;ions or undertakings, oral or written, between Client Arid Eblers'other than. as set forth herein. Except ot'otherwiso expressly provided herein, no,subsequent alteration; amendment, change or add'ition*to this A$reterheht shall be