R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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�Quoted to: City of Decatur � Attention:rGerard J. Bauer 1 � � _____—_____ — I____ __ ___ _ ___� _ Contract#� MN4691-13_� �_ � � � 8.Site Requirements. Client shall provide: , � a)a suitable environment,locafion and space for the installation and operation of the third party products; � b)sufficient and adequate electrical circuits for the third pariy products;and c)installation of all required cables. ' 9.Warranties. a)MLJNIS is authorized by the manufacturer or supplier of all third pazEy softwaze products listed ia ihe Investment Summary to grant licenses or subliaenses to such products. b)Unless otherwise noted in Addendum A,MLJNIS warra��ts that cach third party product shali be new and unused,and if Client fully and faithfuliy performs each and every obligation required of it under the Third Parry Product Agreement,Client's title or license to each third party product shall be free and cleaz of all liens and encumbrances arising fhrough IvIiJNIS. c)The parties understand and agree that MUNIS is not the manufacturer of the third party products.As such,MUNIS does not warrant or guarantee the condition of the third party products or the operation characteristics of the third par(y products. MLJNIS hereby grants and gives Ctient any warranty adjustments thaY MiJNIS may receive from the manufacturer or supplier of the third party products. d)THE WARRANTIES SET FORTH IN THI3 THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRAN'I'IES EXPRESSED,IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION THE WARRANTIES QF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION. 10.Maintenance. It shall be the responsibility of Client to repair and main#ain the third party products after acceptance. i2.Limitation of LiabilityIn no event shati MUNTS be liable for special, indirect,incidental,consequential or exemplary damages, including withaut limitation any damages resulting from loss of use, loss of data, interruption of business activities or failure to realize savings azising out of or in connection with the use of the third pazty products. MLJNIS'liability for damages azising out of this Third Party Product Agreement,whether based on a theory of contract or tort,including negligence and strict liability,shall be limited to t6e price of the third party products set forth in the Investmeat Summary.The prices set forth in the Investment Summary reflect and aze set in€e(iance upon this al(ocation of risk and the exclusion of such damages as set forth in this Third Pariy Product Agreement. 12.Dispute Resolution.In the event of a dispute between the parties under this Third Party Product 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. 13.Governing Law.This Third Pazty Product Agreement shall be governed by and construed in accordance with the laws of ClienYs state of domicile. 14.Cancellation or Termination.In the event of cancellation or termination of this'i'hird Party Product Agreement,Client will ma3ce payment to MUNIS for all products and related services&ad expenses delivered or incurred prior to the termination or cancellation of this Third Party Product Agreement. 15.Entirc Agreement a)This Third Party Product Agreemertt represents the entire agreement of Ctient and MUNIS with respect to the thi€d party products and supersedes any prior agreements,understandings and rep€esentations,whether written, oral,expressed,implied,or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Third Party Product Agreement. b)If any term or provision of this Third Party Praduct Agreement or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceahle,the remainder of this Third Party Product Agreement or the application of such term or provision to persons or eircumstances other than those as to which it is held invalid or unenforceable shall not be affected Yhereby,and each term and provision of this Thud Party Product Agreement shall be valid and enforced to the fulIest extent permitted by law. c)This Third Pazty Product Ageement may oniy be amended,modified or changed by wriiten instrument sigRed by both parties. 16.Approval of Governing Body.Client represents and warrants to MLJNIS that this Third Party Product Agreement has been approved by iu goveming body and is a binding obligation upon Clicnt, MUNIS• City of De r Attes/�'�/�� sy: By: . ��L 2�� Richard E.Pet rson,Jr. ' Manager Clt}� le ice President �� /)� Date: 3 Date. Da t e: �� 14 of 14