R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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Client: City Of Decatur J Attention:�Gerard J. Bauer _ _� Contract#�MN4691-13 j � �----- --- — --- Addendum A Page 7 -- — .� ,25. If Client should not appropriate or otherwise make available funds sufficient to purchase, lease,operate or maintain the MLTNIS Software Products, Third Party/System Software and/or Hardware, or other means of performing the same functions of such products,Client may unilaterally terminate this Agreement upon thirty(30)days written notice to MiJNIS. Upon termination, Client shall remit payment for all products and services � i delivered to Client prior to the date notice is served on MUNIS, in accordance with Addendum A Item 16(Notice). Notwithstanding anything to the j contrary herein,Client shall remit payment to MLJNIS for i)services authorized by Client after the date MiJNIS receives notice of termination and prior to the date of termination, and ii)third party products ordered for Client prior to the date MLTNIS receives notice but delivered after MLTNIS receives notice, provided MLJNIS cannot obtain a refund for such third party products. 26. The first, second, and third sentences of Item 5 Limited Warranty of Section B Software License Agreement are hereby replaced with the following: "MUNIS warrants that the then-current version of the MLJNIS Software Products will materially conform to the Documentation. If the MLJNIS Software Products do not perform as warranted,MUNIS'obligation will be to Cure the Defect, in accordance with the Support Call Process document �attached hereto as Exhibit 2. Should MLTNIS be unable to Cure the Defect or provide a replacement product that substantially conforms to the original MiJNIS Software Product in functionality and ease of use, as determined by the Dispute Resolution Process set forth herein, Client shall be entitled to i a full refund of the Application Software License Fee, and ii)a prorated refund of the Application Software Maintenance Fee paid that year for the defective MiJNIS Software Product. Mi1NIS will provide any necessary training on the replacement product referenced herein. 27. MIJNIS will make best efforts to keep the MIJNIS Project Manager on the project through project completion. 28. T'he mutually developed Implementation Plan will include the following items: a. A schedule for project status meetings at times mutually agreed by Client and MiJNIS, b. Project milestones, and c. Acceptance criteria. 29. Provided Client i)has a valid Maintenance Agreement in place, ii)has paid the fees set forth herein, iii)has not modified the MiJNIS Software Products without prior written permission from MiJNIS, and iv) is using a currently-supported version of the MLTNIS Software Products,MLTNIS is � required to provide the maintenance and support services detailed in Section D Maintenance Agreement. 30. In the event the Agreement is terminated as provided herein, each party will return to the other party all papers,materials and properties of the other pariy held for purposes of executing this Agreement, except for one copy of the MUNIS Software Products and Documentation for archival purposes only. Each party will assist the other party in the orderly termination of this Agreement and the transfer of all aspects hereof,tangible or intangible, as may be necessary for the orderly undisrupted business continuation of each party. 31. The following terms and conditions of Addendum A survive termination of the Agreement: Item 6 (dispute resolution), Item 9 (confidentiality), Item 10 (indemnification), and Item 30 (return of materials). i � ---- —-- - --- ______ — – i Addendum A P.7