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Revile. SuperiorWeb Design and
<br /> Content Management
<br /> Software SYelarra
<br /> Except as expressly set forth in the immediately preceding paragraph, CONTRACTOR MAKES NO WARRANTY OF
<br /> ANY KIND, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A
<br /> PARTICULAR PURPOSE WHATSOEVER. In no event,at any time,shall the aggregate liability of Contractor exceed the amount
<br /> of fees paid by City to Contractor and Contractor shall not be responsible for any lost profits or other damages, including direct,
<br /> indirect, incidental, special, consequential or any other damages, however caused.
<br /> 10. Contractor does not warrant any results from the use of any web pages created under this Agreement, including but
<br /> not limited to,the number of page or site visitations,download speed,database performance,or the number of hits or impressions.
<br /> 11. Although Contractor may offer an opinion about possible results regarding the subject matter of this Agreement,
<br /> Contractor cannot guarantee any particular result. City acknowledges that Contractor has made no promises about the outcome
<br /> and that any opinion offered by Contractor in the future will not constitute a guarantee.
<br /> 12. Contractor may use any web pages developed for the City in any of its own promotional materials as examples of
<br /> its work. City agrees that Contractor may place in the website footer an unobtrusive text link reading "Designed and powered by
<br /> Revize"or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page.
<br /> 13. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being
<br /> displayed at the City's web pages during the effective period of this Agreement. City expressly authorizes Contractor to display
<br /> and/or modify any City supplied images, data, information and other items in connection with the services provided herein.
<br /> 14. City agrees to use the website in strict accordance with, but not limited to, all local, state, and federal laws. City
<br /> hereby agrees that any text, data, graphics, or any other material published by City on its website is free from violation of or
<br /> infringement upon copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual
<br /> property rights of others, and is free from obscenity or libel.
<br /> 15. Contractor will defend, hold harmless and indemnify City from and against all liability, loss,cost,damage,or expense,
<br /> including reasonable attorney's fees, resulting from any claim of injury to person, damages to property, or monetary damages
<br /> arising solely out of Contractor's negligence or intentional misconduct or failure to perform obligations under this Agreement. All
<br /> contractor services will be done remotely. Initial kick off meeting and status meetings may be done on-site and determined ahead
<br /> of time by City and Contractor. Travel expenses (airfare, car rental, hotel, and food)will be paid by City. Hourly on-site rate will
<br /> be$75/hour.
<br /> 16.City will defend,hold harmless,and indemnify Contractor,its officers,directors,shareholders,employees,and agents
<br /> from and against all liability, loss,cost, expense, including reasonable attorney's fees, resulting from any claim of injury to person,
<br /> damages to property, or monetary damages arising out of City's negligence or intentional misconduct or failure to perform
<br /> obligations under this Agreement.
<br /> 17. Estimated times are included for convenience. Actual times will vary depending on City interaction and participation.
<br /> However, the Parties agree to reasonably cooperate with one another in the construction and design of the website in a timely
<br /> manner.
<br /> 18. This Agreement shall be governed by and construed in accordance with the laws of the United States of America,
<br /> and the State of Minnesota. Any cause of action of City with respect to the services provided hereunder must be instituted within
<br /> one year after the claim or cause of action has arisen or be forever barred.
<br /> 19. The waiver by one Party of any term or condition of this Agreement, or any breach thereof, shall not be construed to
<br /> be a general waiver by said Party or as a waiver of any other term or breach.
<br /> 20. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement
<br /> except as expressly stated herein.
<br /> 21. With the intent to be legally bound, each of the undersigned hereby covenants and acknowledges that he, she or it
<br /> (a) has read each of the terms set forth herein, (b) has the authority to execute this Agreement for such person or entity, and (c)
<br /> expressly consents and agrees that the person or entity upon behalf of which the undersigned is acting shall be bound by all terms
<br /> and conditions contained herein.
<br /> 22. It is understood and agreed that if any interpretation is to be made of this Agreement,the same shall not be construed
<br /> for or against any of the Parties.
<br /> 23. The Parties have each been advised to seek independent legal counsel in entering into this Agreement and the
<br /> transactions described herein. In the event a Party chooses not to seek independent legal counsel,that Party does so freely and
<br /> knowingly and waives any such rights to counsel.
<br /> Since the Parties or their agents have participated fully in the preparation of this Agreement,the language of this Agreement shall
<br /> be construed simply, according to its fair meaning, and not strictly for or against any Party.
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