R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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�Client: ,City OfDecatur Attention: Gerar Bauer � I _- _--___--- � ' _— ----.� -- Contract#�N4691-13 j ` � �,� - —_ -- ---_ Addendum A page 5— ----- _ —_ — �2. Waiver of breach of any term or condition of the Agreement shall not be deemed a waiver of any prior or subsequent breach of the same provision �or of any other provision.No inspection,payment or order for payment of money, acceptance of the whole or any part of any work performed under the IAgreement, or extension of time shall operate as a waiver of any provision of the Agreement, or any power herein reserved to either party, or any right t damages or other relief permitted by law.No term or condition of the Agreement shall be held to be waived, modified or deleted except by an instrume t iin writing, signed by the parties hereto. I �13. If any provision of the Agreement is found to be invalid or unenforceable,the remaining provisions of the Agreement will remain in full force and effect, and such invalid or unenforceable provision will be limited and curtailed only to the extent necessary for it to be valid and enforceable. 14. During the term of the Agreement,MUNIS may not solicit any of the employees of the Client or persons who have been employed by the Clien within the immediate twelve(12)months,without the prior written consent of the Client. i I 15. Neither party shall assign any of the rights or responsibilities in this Agreement without the written consent of the other party,which consent shall not be unreasonably withheld. In the event of such assignment, the assigning party agrees to reimburse the other party for reasonable legal fees directly associated with the review of the assignment documentation. This Section 15 shall not apply in the event that all or substantially all of MIJNIS' assets a e sold or otherwise transferred to another entity. In the event that MLJrTIS' assets are so sold or otherwise transferred, Client shall be entitled to all availa le information regarding the assignee within thirty(30)business days of assignment. Client may terminate this Agreement in the event the assignment 'adversely affects the project. 16. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed served: a. When delivered by Federal Express or similar overnight courier service to that party's address set forth below during the hours of 9: 00 AM and 5: 00 PM local time Monday through Friday, excluding federal holidays; or b. When mailed to another person designated by that party in writing herein to receive such notice,via certified mail return receipt requested postage prepaid. , Notice shall be given to the following: If to MiJNIS: If to Client: MIJNIS,Inc. City of Decatur Michael J. Lyons, Chief Financial Officer Attention: Steve Garman, City Manager 370 U. S.Route 1 1 Gary K. Anderson Plaza Falmouth,ME 04105 Decatur, IL 62523-1196 � � With a copy to: � John Couter, City Attorney i � Addendum A P.5