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Vanguard Appraisals, Inc.
<br /> SERVICE CONTRACT
<br /> Precomputed Commercial/Industrial
<br /> This Service Contract is made and entered into by and between Vanguard Appraisals,Inc.,an Iowa corporation('Vanguard")and the Hall County,NE,
<br /> Assessor('Client').
<br /> WHEREAS,Vanguard owns certain computer application software modules and related materials known as Vanguard Computer Systems software and
<br /> the Client is presently using or desires to use said system under license from Vanguard and in connection with such use Vanguard agrees to provide the
<br /> Client with the following services as applicable:
<br /> 1. TERM. This contract is for a five year period upon software installation or commencing on 10/22/2018 whichever comes first. Vanguard reserves
<br /> the right to collect 75%of the total service fees should the client choose to terminate the service contract prior to installation of the Licensed
<br /> Materials. This contract shall automatically renew on the contract date at Vanguard's then current service contract rate unless the Client notifies
<br /> Vanguard of their desire to cancel within thirty(30)days prior to renewal,otherwise the cancellation date shall be on the date of notification to
<br /> Vanguard.Vanguard must be notified in writing of any cancellation of service.
<br /> 2. INSTALLATION AND TRAINING.Vanguard shall install and test the software on the Client's equipment. Up to 24 hours of hands-on,on-site
<br /> training,working with the Client's personnel will be provided by Vanguard under this Contract.All time for installation,training and Vanguard's staff
<br /> travel time will count against and be deducted from the service contract time balance.See item 6 for additional installations.
<br /> 3. ENHANCEMENTS,UPDATES AND VERSION CONTROL.As Vanguard continues to improve on the basic program,and work on suggestions for
<br /> features and improvements from users,Client will automatically receive during the term of this service contract,provided Client is current and not in
<br /> default of any payments due Vanguard,all updating information;i.e.cost table revisions,current function enhancements,etc.as and when released
<br /> by Vanguard,for the modules of the Vanguard Computer Systems software for which Client has a license and maintains this Service Contract.
<br /> However,this service contract does not include future programs such as,but not limited to,the professional version,income module,data
<br /> conversion due to software rewrite because of operating system changes,data conversion from other vendor's software,etc. Upon receipt of the
<br /> newest version of the modules,the Client will only be entitled to receive telephone consultation on prior versions of the modules for no more than
<br /> one hundred eighty(180)days without additional charge,unless there was prior written consent between the Client and Vanguard. Telephone
<br /> consultation after one hundred eighty(180)days with respect to prior versions of the modules will be available at our then current normal service
<br /> fee rate(call for current rate).
<br /> 4. CONSULTATION.All service contract holders have unlimited telephone consultation privileges during normal business hours which relate to
<br /> operation of Vanguard Computer Systems software(VCS). All non-VCS telephone consultation(such as hardware operations or malfunction,third
<br /> party software operation or integration,etc.)will be charged at the then current normal telephone service fee rate(call for current rate). Service
<br /> PLUS contracts for additional time may be purchased at a reduced service fee rate(call for rate).
<br /> 5. ADDITIONAL SERVICES.Additional training and on-site consultation,such as manual level studies,look-up table maintenance,jurisdictional
<br /> adjustments to data,etc.shall be available at Vanguard's then current normal service fee rate.All staff travel time will be charged at the per diem
<br /> rate.A minimum charge of one day per instance will be billed.Service PLUS contracts for additional time may be purchased at a reduced service
<br /> fee rate(call for rate).
<br /> 6. ADDITIONAL INSTALLATIONS.If additional copies of the program were installed on additional computers in the client's office,the terms of this
<br /> Contract shall apply to additional installations in the same manner as the original installation.
<br /> 7. UMITED WARRANTY. Vanguard shall perform its services hereunder in a workmanlike manner. Vanguard does not warrant that the services will
<br /> be error free. EXCEPT AS EXPRESSLY SET FORTH IN THIS SERVICE CONTRACT,VANGUARD EXPRESSLY DISCLAIMS ANY AND ALL
<br /> WARRANTIES CONCERNING THE SERVICES TO BE RENDERED HEREUNDER,WHETHER EXPRESS OR IMPLIED,INCLUDING,WITHOUT
<br /> LIMITATION,ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES THAT MAY ARISE
<br /> OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE. In no event shall
<br /> Vanguard be liable to Client or any other person for any indirect,consequential,special,exemplary,or incidental damages of whatever kind and
<br /> however caused,even if Vanguard knew or should have known of the possibility of such damages. In no event shall Vanguard's cumulative liability for
<br /> any daim arising in connection with this Service Contract exceed the total fees and charges paid to Vanguard under this Service Contract during the last
<br /> 12 months. No action,whether based in contract,strict liability,or tort,including any action based on negligence,arising out of the performance of
<br /> services under this Contract,may be brought by Client more than 1 year after such cause of action accrued.
<br /> 8. SERVICE CONTRACT FEES. The total service contract fee for the term is as follows:
<br /> License-PCOM294
<br /> Precomputed Commercial/Industrial $4750.00
<br /> All payments to Vanguard under this Service Contract shall be payable in U.S.dollars and shall be net of any and all taxes,withholdings,setoffs,or
<br /> deductions of any nature.
<br /> 9. MISCELLANEOUS.This Contract(a)constitutes the entire agreement between the parties conceming the subject matter hereof;(b)may be
<br /> amended only by a writing signed by both parties;(c)shall be govemed by the laws of the State of Iowa,without regard to conflicts of law
<br /> provisions. Any litigation arising out of this Contract shall only be commenced in,and Client consents to the exclusive jurisdiction of the state and
<br /> federal courts sitting in Linn County,Iowa. If any provision in this Contract should be held illegal or unenforceable by a court having jurisdiction,
<br /> such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Contract if no such
<br /> modification is possible,and other provisions of this Contract shall remain in full force and effect;A waiver by either party of any term or condition of
<br /> this Contractor any breach thereof,in any one instance,shall not waive such term or condition or any subsequent breach thereof. Neither party
<br /> shall be in default or be liable for any delay,failure in performance(excepting the obligation to pay),or interruption of service resulting directly or
<br /> indirectly from any cause beyond its reasonable control.
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<br /> June 22,2018
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