Laserfiche WebLink
<br />Page 7 of 25 <br />distributions by the Owner pertaining to or in connection with any benefits accorded the <br />Owner’s regular employees. The Owner shall not be financially responsible to Consultant <br />except for the payment of compensation specifically set forth in this Agreement, and shall <br />not be responsible for the payment of any cost of living allowances, merit increases, <br />medical insurance, employee’s retirement, life or disability coverage, sick leave or <br />holiday pay or vacation pay or any benefit of any kind not specifically set forth in this <br />Agreement. Likewise, the Owner shall not be responsible for wage or salary withholding <br />to the federal or any state government. <br /> <br />15. REPRESENTATIONS AND WARRANTIES. Consultant represents and warrants that <br />the following statements are true: <br /> <br />A. Consultant has not directly or indirectly offered or given any gratuities (in the form of <br />entertainment, gifts, or otherwise) to any member of the Owner with a view toward <br />securing this Agreement or securing favorable treatment with respect to any <br />determinations concerning the performance of this Agreement. <br /> <br />B. The personnel and agents of the Consultant who will be performing the work <br />hereunder have no interest that would constitute a conflict of interest with the Owner <br />during the term of the Project. <br /> <br />C. This Agreement does not constitute a conflict of interest or default under any of <br />Consultant’s other agreements. <br /> <br />D. No suit, action, arbitration, or legal, administrative, or other proceeding or <br />governmental investigation is pending or threatened that may adversely affect <br />Consultant’s ability to perform under this Agreement. <br /> <br />E. Consultant is in compliance with all laws, rules, and regulations applicable to its <br />business, including rules of professional conduct (the “Laws and Regulations”). <br /> <br />F. During the term of this Agreement, Consultant must not take any action, or omit to <br />perform any act, that may result in a representation becoming untrue. Consultant must <br />immediately notify the Owner if any representation and warranty becomes untrue. <br /> <br />G. THIS WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER <br />IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A <br />PARTICULAR PURPOSE OR OTHERWISE. <br /> <br />16. WORKING RELATIONSHIP. Consultant’s Principal-in-Charge shall be the individual <br />who will engage with the Owner and shall work in close cooperation and coordinate with <br />the Executive Director and Program Management Consultant on providing the <br />contemplated Basic and Additional Services described in Exhibit A. <br /> <br />17. INDEPENDENT PROFESSIONAL JUDGMENT. Nothing in this Agreement shall be <br />construed to interfere with or otherwise affect the rendering of services by Consultant in <br />accordance with the independent professional judgment of each of its employees.