Agenda - Council - 02/14/2017 - Laserfiche WebLink

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1.10 "Service Bureau Processing" — City's use of the OPUS21 Software to provide commercial service bureau data processing services to Third -Party Customers. 1.11 "Third -Party Customer" — Third party utility service providers that provide utility services and obtain service bureau processing from City. 2 Term of Agreement. This Agreement shall be effective upon the date hereof and shall continue in force for a period of 60 months unless earlier terminated in accordance with the terms herein. 3 Compensation. The amount of compensation City shall pay OPUS21 for the products and services provided by OPUS21 hereunder shall be provided in the Schedules. All compensation shall be payable by City within 30 days of receipt of an invoice from OPUS21. City shall pay OPUS21 a late payment charge of 1.5% per month or the maximum amount permitted by applicable law, whichever is less, on all amounts remaining unpaid when due. 4 Limitation of Liability. EXCEPT FOR INDEMNITY CLAIMS PURSUANT TO SECTION 10.1, AND EXCEPT FOR CLAIMS MUSING FROM THE MUTUAL NON -DISCLOSURE AGREEMENT, OPUS21'S LIABILITY ON ANY CLAIM OF DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS PAID BY CITY TO OPUS21 UNDER THIS AGREEMENT. IN NO EVENT SHALL OPUS21 BE LIABLE TO CITY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ECONOMIC DAMAGES MUSING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF EXCEPT FOR SUBSTANTIAL PROVEN NEGLIGENCE BY OPUS21. IN NO EVENT SHALL OPUS21 BE LIABLE TO THIRD -PARTY CUSTOMERS FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ECONOMIC DAMAGES MUSING OUT OF OR RELATED TO THE USE OF OPUS21 SOFTWARE IN SERVICE BUREAU PROCESSING. 5 Confidentiality of City's Information. 5.1 OPUS21 acknowledges that City, subject to the State of Minnesota Date Privacy Law, regards as confidential and as a proprietary asset any information or materials that come to the attention of OPUS21 by reason of (a) the presence of OPUS21is agents, employees, or representatives at City's site, or (b) OPUS21 furnishing services to City in connection with this Agreement (such information, materials, and records collectively being referred to as "City's Confidential or Proprietary Information"). 5.2 OPUS21 agrees to safeguard City's Confidential or Proprietary Information by holding it in strict confidence, disclosing it only to those employees, agents or contractors who have a need to know in order to provide services as agreed upon. In the event that a subpoena or other legal process that in any way concerns City's Confidential or Proprietary Information is served upon OPUS21, then OPUS21 agrees to notify City in a reasonable manner following receipt of such subpoena or other legal process, and OPUS21 will reasonably cooperate with City, as requested by City, to contest the subpoena or other legal process (provided that City agrees to pay any expense OPUS21 incurs in so doing). 5.3 OPUS21 agrees to take all reasonable steps to prevent the disclosure, publication or dissemination of City's Confidential or Proprietary Information to any other person or entity, except where and to the extent specifically required by law. OPUSZ' Management Solutions. Page 2 of 11