R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

Home Browse Search

-- ----- -- ------ --------- Client: LCity of Decatur � Attention:�Gerard J. Bauer --- -- -------- ( _ _. � �___ Contract#� M N4691-13 ) � ��h)Any invoice nat disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixty(60)calendar days,MLTNIS reserves i the right Yo suspend delivery of all services under the Invesiment Summary,the Software License Agreemeni,this Professional Services Agreemeni, the Maintenance Agreement and, if applicable,the Third Pariy � Product Agreement. f 3)Additional Services.Services utilized in excess of those set forth in the Investtnent Summary and additional related services not set forth in the Investmenf Summary wi11 be billed at MiINIS'then current mazket irate for the service as they are incurred. � 4)Limitation of Liability.MIJNIS'Iiability for damages arising out of this Professional Services Agreement,wheYher based on a theory of wntract or tort,inctuding negligence and strict liabiliry,shall be limited to the professional service fees identified in the Investrnent Summary.The client shall not in any event be entiYled to,and MI3NIS shall not be liable for,indirect,special,incidentai,consequential or exemplary damages of any nature. T'he professional service fees set forth in the Invesrinent Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Professional Services Agreement. 5)Dispute Resolu6on.In the event of a dispute between the parties under this Professional Services Agreement pertaining to pecuniary damages or losses,the matter shail be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 6)No Intended Third Party Beneficiaries.This Professional Services Agreement is entered into solely for the benefit of MIJNIS and Client. No third party shaq be deemed a beneficiary of this Professional Services Agreement,and no third pariy shall have the right to make any claim or assert any right under this Professional Services Agreement. 7)Govemiag Law.This Professional Services Agreement shall be govemed by and construed in accordance with the laws of Client's state of dotnicile. 8)Cancetlation or Terminafion.In the event of canceilation or termination of this Professional Services Agreement,Client will make payment to MLJNIS for all services and expenses delivered or incurzed prior to the termination or cancellation of this Professional Services Agreement. 9)Entire AgreemenL a)This Professional Services Agreement represents the entire agreement of Client and MIJr1IS with respect to the professionai services and supersedes any prior agreements, understandings and representations, whether written,oral,expressed,implied,or statutory. Client hereby acknowledges that in entering into tltis agreement it did not rely on any representations or warranties other than those explicitly set foR6 in this Professional Services Agreement. b)If any term or provision of this Professiona!Services Agreecttent or the appiication thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Professional 5ervices Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceabl�shall not be affected thereby,and each term and provision of this Professional Services Agreement shall be valid and enforced to the fuliest extent permitted by law. c)This Professional Services Agrsement may only be amended,modified or changed by written instrument signed by both pazties. 10)Approval of Governing Body.Client represents and warrants to MiJNIS tt�at this Professional Services Agreement has been approved by its governing body and is a binding obligation upon Client. � � 10 of 14