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<br /> CONTRACT
<br /> This contract is between ImageMax, Inc. and City of Decatur, Illinois, hereinafter referred to as the"ClienY'; this contract
<br /> specifies terms and conditions where ImageMax, Inc.will provide conversion and/or other services to the Client. The contract
<br /> will begin on 2/1/2000 and will end, unless terminated earlier,when all services specified under the"Scope of Work" have been
<br /> completed.
<br /> SCOPE OF WORK
<br /> The scope of work of this contract is:
<br /> Quantity: 12,500 aperture cards
<br /> See"Exhibit A"attached hereto and made a portion of this contract
<br /> PRICING
<br /> See"Exhibit A"attached hereto and made a portion of this contract.
<br /> Scanning and indexing not to exceed$15,000.
<br /> TERMS&CONDITIONS
<br /> The Client certifies that at the time the contract is written that sufficient funds are available and authorized for expenditure to
<br /> finance costs of this contract. The Client agrees to accept and promptly pay biweekly billings submitted by ImageMax, Inc.for
<br /> the completion of said services as such billings are received. Payment is due net 14 days from date of invoice.
<br /> All materials, products or deliverables developed specifically for the Client shall be the property of the Client and all title and
<br /> interest therein shall vest to the Client. ImageMax, Inc. may, but is not required to, retain a copy of the work products for
<br /> archival purposes.
<br /> ImageMax will endeavor to produce the best quality image from film provided and agrees to rescan any image the Client deems
<br /> unacceptable if the original film quality is considered by ImageMax, Inc.to be within acceptable limits for scanning AND, in the �
<br /> opinion of ImageMax, Inc.,the image can be improved through rescanning of the same piece of inedia.
<br /> ImageMax, Inc. shall not be held responsible for delay or default caused by fire, riot, acts of God, or war that are beyond I'
<br /> ImageMax, Inc.'s reasonable control.The Client may terminate this contract upon written notice after determining such delay or
<br /> default will reasonably prevent successful performance of this contract. In case of any such delay, ImageMax, Inc.'s obligations
<br /> shall be suspended to the extent of and for the duration of such causes. However, ImageMax, Inc. shall take all good-faith
<br /> efforts to eliminate the cause of any such delay, and upon the cessation of such cause, shall resume performance of ImageMax,
<br /> Inc.'s obligations with all reasonable diligence. If necessary,the period for performance under this contract shall be extended to
<br /> enable ImageMax, Inc., once such causes have been removed,to fulfill its obligations hereunder.
<br /> The provisions of this contract shall be construed in accordance with the provisions of the laws of the State of Illinois.Any claim,
<br /> action or suit between the Client and ImageMax, Inc.that arises out of or relates to performance of this contract shall be brought
<br /> and conducted solely and exclusively within the Circuit Court of Macon County for the State of Illinois. In the event there is any
<br /> dispute arising from this agreement, the prevailing party shall be entitled to collect from the other all costs and expenses
<br /> reasonably incurred to resolve the dispute, including without limitation, all attorney fees and costs, at trial, on appeal,or in any
<br /> arbitration. The parties agree that if any term or provision of this contract is dec�ared by a court of competent jurisdiction to be
<br /> illegal or in conflict with any law,the validity of the remaining terms and provisions shall be construed and enforced as if the
<br /> contract did not contain the particular term or provision held to be invalid.
<br /> Any amendment to this contract must be agreed to by both parties in writing, and becomes a part hereof.
<br /> By signing below,the authorized signatory indicates acceptance of and agreement to the terms of this contract:
<br /> ImageMax, Inc. City o a ur
<br /> �yv1e„ F y.�,r owley, Mayor
<br /> Date z /Z S/ 2 0� Date 3 /21 / 2000
<br /> 14915 SW 72ND A vENUE �PORTLAND, OR USA 97224
<br /> 503-620-3333 �FAX 503-684-0482
<br /> HTTP.//WWW.IMAGEMAX-PDX.COM
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