FULL AGENDA PACKET_2021-05-04 - Laserfiche WebLink

Home Browse Search

EXHIBIT 2 Tnterest accrues on past due balances at the lesser of a I /G% per month or the highest rate allowed by law- To dispute a charge on an invoice, Authority must identify the spceific chargec in dispute and provide a written explanation of the basis for the. dispute, widiin thirty (30) calendar days of the date of invoice. Authority may Withhold payment of a charge subject to good faith dispute provided: (i) Authority submit: the billing dispute within thirty (30) calendar days of the date ofthe invoice; (ii) Authority pays the undisputed portion of all charges; and (ill) Authority cooperates reasonably with Consultant's elTorts to jnvestigate and resolve the dispute. Tf Consultant dclernines that a disputcd charge is in error, Consultant shall issue a credit or rever,c the amount incorrectly billed. It Consultant determines that a disputed charge was billed correctly, payment shall be due from the Authority immediately, but no later than five (5) business days after the determination, Authority is responsible forproviding an accurate billing contact and updating LhaL billing contact as needed fi-onr time to Lime such that Consultant always has an accurate billing contact for Authority. C. It Client tails to make payments of any fees due under the Agrceinent, Client shall be in material breach of this Agreement. Consultant will be entitled to suspend its performance upon ten (10) days' written notice to Client and/or to modify the payment terms, and to require full payment before any additional pc formanec. is rendered by Consultant- Notwithstanding any of Consultant's rights cnuuneraLed in section 2 of the. Agreement or section 9 of Exhibit A, if Client frils to timely pay applicable fees under all Order Document, Consultant shall be entitled to collect all past and current amounts due and owing, and to accelerate all tenure amnunte to he due, such that all re naining periodic payments for the then current tam of the applicahle Order Document are immediately due and owing. Client shall be responsible Lo pay any collection expenes (including atLorneys' lees) incun-ed by Consultant- Unless expressly provided otherwise, fees paid or payable for SolTware licenses, SaaS Services or. Maintenance and Support are not contingent under any enculnstances upon the performance of any Professional Services. d- Unless expressly provided other vise, the prices in the Agreement do not include taxes- Client agrccs to pay any Laxes, other than those based on MRT's neL income, arising out of dle A, -ccmem- TI' C'licnt is tax-exempt- Client agrees to send MRl a copy of its Lax -exempt certificate prior to eXCCulion of a Schedule. Client agrees to indemnify M111 from any liability or expense incurred by MR1 as a result of Clicnt's failure or delay in paying taxes titre. e. Unless otherwise noted within the Order Document, Mltl's reasonable travel and lodging expenses incun-cd by MRI in the perlo nianec of Services on C'liarl's sjLC will be billed separaLcly at actual cost, suhjecl to preapprclval by Clicnt. 3. '1 ERM This Agreerncrlt shall commencee oil the date first %Armen above and terminate after three (3) years, oil May 31, 2024, unless terminated earlier for breach as outlined in Exhibit A. Thereafter, the term of this Agreement may be extended upon a writing executed by the Authority 1%xccutive Director and Authority Cicneral C'ourrsel. 4. INDEPENDENT CON FRAC FOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority- This Agreement is not intended nor shall it be construed to create an cmployci--cmployCc relationship, a joint venun-c rclatiotlship, or to allow Llre. Authority to exercise discretion or control orcr the nrofcssional manner in which C ODS1.dtarlt ucrfornis dre services which are the subject matter of City Council 3 — 26 5/4/2021