Agenda - Council - 12/11/2007 - Laserfiche WebLink

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To Customer: City of Ramsey Attention: Diana Lund, Finance Director 7550 Sunwood Drive NW Ramsey, MN 55303 Facsimile No.: (763) 427-5543 Any notice. or other communication shall be deemed to be given (a) on the date of personal delivery, (b) at the expiration of the third (3rd) day after the date of receipt in the United States Mail, or (c) on the date of confirmed delivery by facsimile or overnight delivery service. 12 .Governing Law/Dispute Resolution. This agreement shall be governed by, construed, and enforced under and in accordance with the Laws of the State of Minnesota. In the event of any litigation arising under or construing this Agreement, Plaintiff agrees to bring any action in Defendant's venue. Prior to either party commencing any Legal action under this Agreement,-the parties agree to try in good faith, to settle any dispute amicably between them. tf any dispute arises between the parties either relating to this Agreement or in any way arising out of this Agreement then the complaining party shall provide a notice of such dispute, in writing, to the other party. Such notice shall include both a specific description of the disputed issues and suggested action(s) to remedy such dispute. The Parties shall thereafter attempt, in good faith, to settle such dispute. If no resolution of the dispute is reached within forty-five (45) days of the notice of dispute, then either party may pursue any legal remedy it may have available including instituting suit in a court of competent jurisdiction. 13 Binding Nature and Assignment. This Agreement shall bind the parties and their successors and permitted assigns. Customer may not assign this Agreement without the prior written consent of OPUS21, except that the term "Assignment" shall not include any transfer by merger, acquisition, stock transfer or other consolidation with another entity. Notwithstanding the foregoing, Customer shall effect no assignment or transfer by merger, acquisition, stock transfer, sale of substantially all of the assets or consolidation to or with any entity engaged substantially in the business of providin~ software and/or related services that are similar to the software and services provided by OPUSZ . 14 No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than OPUSZ' and Customer. OPUSZ' reserves the right to enforce the terms and conditions of this agreement and Agreement against all Third-Party Customers. 15 Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement (except failure to pay) if such failure arises out of causes beyond its reasonable control. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of government in either its sovereign or contractual capacity, acts of the party whose performance is not sought to be excused, fires, flood, weather, epidemics, quarantine restrictions, strikes, freight embargoes, failure of transmission or power supply, mechanical difficulties with equipment which could not have been reasonably forecasted or provided for, or other causes beyond its sole control. The party so affected will resume performance as soon as practicable after the force majeure event terminates. 16 Entire Agreement. This Agreement and any Schedule(s), Support Services Agreement and the Mutual Non-Disclosure Agreement contain the entire understanding of the parties with respect to its subject matter, and supersedes and .extinguishes all prior oral and written communications between the parties relative to its subject matter. No amendment to, or change, waiver or discharge of any provision of this Agreement shall be valid unless in writing and signed by any authorized representative of the party against which such amendment, change, waiver or discharge is sought to be enforced. 17 Signature Authority. Each party represents and warrants to the other that the signatory of that party is authorized to enter into this Agreement for and on behalf of that party. 18 Relationship of the Parties. The relationship of the parties established by this Agreement is solely that of independent contractors, and nothing contained in this Agreement shall be construed to (a) give any party the power to direct and control the day-to-day activities of the other; or (b) constitute - 6 4 - pPUSZ' Management Solutions. Page 4 of 9