R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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� Client: �City of Decatur _ _ _ Attention: Gerard J. Bauer� Contract# MN4691-13 j , �-- � �----- - ----W�� -----� contract or tort,including negligence and strict liability,shall be limited to the MLJNIS license fees identified in the Investment Summary.The license fees set forth in the Investment Summary reflect and aze set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this So#tware License Agreement. 7)Dispute Resolution.tn the event of a dispute between the parties under this Software License Agreement pertaining to pecuniary damages or losses,the matter shall be settled by azbitration in accordance with the then prevailing rules of the American Arbitration Association. 8)No Intended Third Party Beneficiaries.This agreement is entered into solely for the benefit of MiJNIS and Client. No third party sha11 be deemed a beneficiary of this agreement,and no third party shall have the right to I make any claim or assert any right under this agreement. ; 9)Governing Law.This Software License Agreement shall be govemed by and consirued in accordance with 4he laws of Client's state of domicile. � 10)Entire Agreement a)This 5oftwaze License Agreement,including Exhibit 1 and the functiona(description of the software products found in ivIUNIS'written proposal to Client,represents the entire agreement of Client and MtJNIS with respect to the software products and supersedes any prior agreements,understandings and representations,whether written,oral,expressed,implied,or statutory. Client hereby aclmowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set forth in this 3oflwaze License Agreement and the functional description of the software products found in MCINIS'written proposal to Client. b)If any term or provision of this Software License Agreement or the application thereof to any person or circumstance shall,fo any extent,be invaiid or unenforceable,the remainder of this Sofiwaze License Agreement or the applicaYion of such term or provision to persons or circumstances Mher than those as to which it is held invalid or unenforceable shall not be affected thereby,and each term and provision of this SoRware License Agreement shatl be valid and enforced to the fullest extent permitted by law. c)This Softwaze License Agreement may only be amended,modified or changed by written instnxment signed by both parties. 11)Cancellation or Termination.in the event of cancellation or termination of this Software License Agreement,Client will make payment to MUNIS for all soRware producu,services and expenses delivered or incurred prior to the termination or caneeilation of this Software License Agreement. 12)Approval of Governing Body.Client represents and warrants to MUNIS that this Software License Agreement has been approved by its governing body and is a binding obligation upon Client. Section C -Professional Service Agreement 1j Services Provided.MLTNIS shall provide some or all of the following services to Client: a)Installation as described in the Investment Summary; b)Conversion of Clients existing data as set focth in the Investment Summary; c)Training/Implementation in the quantity set forth in the I�vestmettt Swrunary; d)Consulting/Malysis in the quantity set forth in the Investment Summary;and e)Acceptance Testing as described in the Software License Agreement. 2)Professional Services Fees. a)Notwithstanding specific prices to the contrary identified in the Investment$ummary,ail services will be invoiced in half-day and full-day increments as delivered plus expenses. b)Upon the completion of each service day,or group oPdays,MUNIS will present a Customer Service Report. Client will sign the reporE indicating acceptance of the service day and iu subsequent billing,or noting reasons for ClienYs non•acceptance of such. This acceptance is final. c)A(I requests for suppoRing documentation shall be made within thiriy(30)calendaz days of invoice delivery. d)The rates for Acceptance Testing shall be the same as the TraininglImplementation rates set forth in the Irnestment Summary. e)The rates listed in the imestment Summary do not inetude any taat or other govemmental impositions including,without limitation,sales,use or excise taac.All applicable sales tax,use ta�c or excise tax shatl be paid by Client and shalt be paid over To the proper authorities by Client or reimbursed by Client to MUNIS on demand in the svent that MUNIS is rssponsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide MUNIS with Ctient's taac exempt number or form. �Payment is due within thirty(30)calendar days of invoice. g)In the event of any disputed invoice,Client shall provide writtea notice of such disputed invoice to Attention:M[JNIS Chief Financial Of�icer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUhIIS within fiReen(15)calendaz days of ClienYs receipt of the invoice.An additional fifteen(15)days is atlowed for the Client to provide written clarification and details for the disputed invoice.MLJNIS shall provide a written response to Client that shali include either a justifieation ofi'the invoice or an explanation of an adjustment to the invoice and an action plan that will oudine the reasonable steps need�to be taken by MLTNIS and Client to resobe any issues presented in C►ienPs notification to MLJNIS. Client may withhold payment of only the amount actually in dispute until MiJNIS provides the required writ[en response,and full payment shall be remitted to MLJNIS upon NIUNIS'completion of atl material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MUNIS is unable to complete all material action � steps required to remedy the disputed manner because Client has not completed the action steps required of them,Client shall remit full payment of the invoice. i ' I � �, 1 9of14