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Vanguard Appraisals,Inc.
<br /> 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the
<br /> specific hours to be worked by Vanguard shall be determined by Vanguard.
<br /> 3. PAYMENT. Client will pay a per diem fee (currently $125.00 per hour) to Vanguard for the Services
<br /> up to a maximum limit of[211 hours or twenty-six thousand four hundred dollars($26,400)], provided
<br /> that in the event that additional conversions or additional work is required by Vanguard due to conversion
<br /> problems discovered or inherent in the Client's data (e.g., data corruption, data encryption, non-
<br /> equivalent data fields, etc.), errors and omissions by the Client, the Assessor's staff, IS staff, and/or third-
<br /> party vendor, or a lack of cooperation by Client, the Assessor's staff, IS staff, and or third-party vendor,
<br /> Vanguard reserves the right to bill Client for such additional conversions or work at Vanguard's then
<br /> current rates, even if it exceeds the maximum limit. All payment required hereunder are exdusive of
<br /> federal, state, provincial or local taxes, induding any sales, use, VAT or other taxes imposed on this
<br /> transaction, the license fees, or on Licensee's use or possession of the Licensed materials, all of which, if
<br /> any, shall be paid by Client without deduction from payments due hereunder.
<br /> 4. EXPENSE REIMBURSEMENT. Vanguard shall pay all "out-of-pocket" expenses associated with the
<br /> Services, and shall not be entitled to reimbursement from Client, unless the maximum limit [211 hours or
<br /> twenty-six thousand four hundred dollars($26,400)] is exceeded.
<br /> 5. SUPPORT SERVICES. Client shall not be required to provide support services, including office
<br /> space and secretarial services, for the benefit of Vanguard.
<br /> 6. NEW PROJECT APPROVAL. Vanguard and Client recognize that Vanguard's Services will indude
<br /> working on various projects for Client. Vanguard shall obtain the approval of Client prior to the
<br /> commencement of a new project.
<br /> 7. TERM/TERMINATION. This Agreement shall terminate automatically upon completion by Vanguard
<br /> of the Services required by this Agreement, provided the provisions of Sections 9, 10, and 12 to 16 shall
<br /> survive any termination of this Agreement.
<br /> 8. RELATIONSHIP OF PARTIES. It is understood by the parties that Vanguard is an independent
<br /> contractor with respect to Client and not an employee, partner or joint venturer of Client. Client will not
<br /> provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit,
<br /> for the benefit of Vanguard or its staff.
<br /> 9. LIMITED WARRANTY. Vanguard shall perform its services hereunder in a workmanlike manner in
<br /> accordance with industry standards, and subject to the quality of the data provided for conversion.
<br /> Vanguard does not warrant that the Services or final conversion will be error free, or the accuracy or
<br /> completeness of the data as converted. EXCEPT AS EXPRESSLY SET FORTH IN THIS SERVICE
<br /> CONTRACT,VANGUARD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SERVICES
<br /> TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
<br /> ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. AND ANY WARRANTIES
<br /> THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF
<br /> DEALING OR USAGE OF TRADE.
<br /> 10. LIMITATION OF LIABILITY. In no event shall Vanguard be liable to Client or any other person for
<br /> any indirect, consequential, special, exemplary, or incidental damages of whatever kind and however
<br /> caused,even if Vanguard knew or should have known of the possibility of such damages. In no event shall
<br /> Vanguard's cumulative liability for any claim arising in connection with this Agreement exceed the total fees
<br /> paid to Vanguard under this Agreement. No action, whether based in contract, strict liability, or tort,
<br /> including any action based on negligence, arising out of the performance of services under this Agreement,
<br /> may be brought by Client more than 1 year after such cause of action accrued.
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<br /> June 22,2018
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