R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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t MASTER SERVICES AGREEMENT The parties to this Master Services Agreement (the "Agreement") are City of Decatur, IL, a , whose address (for billing purposes) is One Gary Anderson Plaza, Decatur, II 62523, and its affiliates (collectively, "Customer"), and Alexander Open Systems ("AOS"). For identification purposes, the date of this Agreement is the date it is signed by the last to sign of Customer and AOS. The purpose of this Agreement is to set forth the terms and conditions under which AOS will provide certain services for Customer. 1. Agreement structure. The signing of this terminated by one of the parties in Agreement by the parties creates a set of accordance with the paragraph of this agreed-upon provisions that will be Agreement titled "Termination for incorporated into contemporaneous and/or convenience", but in the absence of such a future documents (each called an termination for convenience: (a) if an "Addendum") describing specific services to Addendum specifies a term of months or a be performed by AOS for Customer. An specific termination date, that Addendum will Addendum must be signed by both parties automatically terminate upon expiration of and must state that it is made pursuant to this the "Initial Term" (defined as the period Agreement. Each Addendum, including the beginning on the Start Date and ending on incorporated provisions of this Agreement, will the specified termination date or at the end constitute a separate contract. All references of the specified number of months) unless in this Agreement to "this Agreement" will be the Addendum is renewed by the parties; or deemed to refer to the applicable Addendum (b) if the Services consist of a specific and the incorporated provisions of this project to be completed and no term of Agreement. months or termination date is specified in the 2. Amendments. All amendments must be Addendum, the Addendum will automatically clearly identified as an amendment to this terminate upon completion of the project. Agreement or to a specified Addendum, and 5. Charges. Each Addendum will specify all must be in writing and signed by authorized charges that Customer will pay AOS for the personnel of both parties. Any amendment Services to be rendered pursuant to that to this Agreement will apply to each Addendum. Addendum signed on or after the date of the 6. Taxes. AOS will collect from Customer and amendment, and will apply to a previously transmit to the proper authorities all taxes executed Addendum if: (a) the amendment that AOS is required by law to collect from expressly so states; or (b) it is obvious from Customer in connection with the the context that it should apply to the prior Addendum and does not materially alter the transactions contemplated by this Agreement. previously established obligations of the parties under that Addendum. 7. Invoices. Each invoice rendered by AOS 3. Services. "Services" means the services to will include an invoice number, a purchase be provided by AOS, as specified in an order number or department number (which Addendum. Customer will provide to AOS), the time period covered by the invoice, the amount of 4. Term and termination. Each Addendum any applicable tax, and sufficient detail to will take effect when signed by both parties. allow Customer to determine the accuracy of The actual provision of Services will begin the invoice. Except to the extent Customer on the "Start Date" specified in the has a right to withhold or delay payment Addendum, which may or may not be the pursuant to the express provisions of this same as the effective date. Each Agreement, invoices will be paid within 30 Addendum will continue in effect until days of the invoice date. WA 867475.2