08-22-22 CC Packet - Laserfiche WebLink

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11. Amendment, Term and Termination. a. This Agreement may be amended or modified at any time. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties. b. This is a continuous Agreement with no set expiration date. Either party may terminate this Agreement with thirty (30) days prior written notice to the other, which notice may be waived by the receiving party. Unless otherwise agreed upon, the effective date of termination shall be the first business day after the 30-day notice period. Final fees will be collected prior to transfer of assets. The market value of the Portfolio will be determined as of one business day prior to the effective date of the termination notice or the date asset transfers begin, whichever is earlier. VIAS shall be afforded a reasonable time in which to effect the termination. Upon termination, VIAS will have no obligation to recommend or take any action with regard to the assets in the Portfolio. In the event Client terminates the Agreement within six (6) months of its effective date, any applicable termination fees as set forth on Schedule C will apply. 12. Proxy Voting and Legal Actions. The exercise of all voting rights associated with any security or other property held in the Portfolio shall be the responsibility of Client or Client’s authorized designee. Client understands and agrees that VIAS will not advise Client or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Portfolio or the issuers of those securities. 13. Extent of Duty and Indemnification. a. VIAS will perform its services under this Agreement in good faith and in accordance with applicable law. The rights, powers and duties of VIAS with respect to the Portfolio assigned to it under this Agreement shall be those specifically set forth in this Agreement or as set forth under applicable law, and VIAS shall have no other duty, responsibility or liability with respect to the Portfolio or any duty, responsibility or liability with respect to any other assets of the Portfolio not under management by VIAS. When managing employee benefit or other retirement plans, VIAS shall have no duty, responsibility or liability with respect to the operation or administration of the employee benefit or other retirement plan. b. VIAS, VAI and any VAI affiliate, officer, director, or employee (“Related Parties”) will not be held liable for: (1) any loss arising from Client’s direction or from any information supplied by Client; (2) any losses to the Portfolio resulting from VIAS following the investment strategies, following VIAS’ existing policies or investment methodology, or making a reasonable judgment, including any action performed or omitted, in managing Client’s Portfolio; (3) any act or failure to act by an unaffiliated third party; (4) any improper conduct or breach by an unaffiliated fiduciary of which VIAS had no actual knowledge or no reasonable notice of such conduct or breach; or (5) any other losses arising out of any action performed or omitted, or for errors of judgment made within the scope of the performance of such services, except for losses arising from their gross negligence, willful malfeasance, bad faith, or breach of fiduciary duty. c. Client understands that VIAS does not guarantee or ensure any specific investment results for the Portfolio, nor does VIAS guarantee that Client’s investment objectives will be achieved. d. Except for losses arising from VIAS’ gross negligence, willful misconduct or malfeasance, lack of good faith, breach of its fiduciary duties under this Agreement, or violation of applicable law or material terms of this Agreement, Client agrees to indemnify and hold harmless VIAS, VAI and its affiliates from and against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney’s fees incident to any suit, action, investigation, 4