CCP 07-14-2009 - Laserfiche WebLink

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• (b) Dakota County/CJIIN warrants that the System Software, Provider Content, and Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in this Agreement, its Schedules and attachments, and the applicable specifications and Documentation, not including any post -Acceptance modifications or alterations to the Documentation which represent a material change to the functionality of the System Software, Service, or Provider Content; when used on the Equipment in accordance with the Documentation and all of the terms and conditions hereof. (c) The System Software and Services are compatible with and will operate successfully on the Equipment and CJIIN will use reasonable efforts to make the System Software and Services function properly with Internet browsers approved by CHIN. (d) In the event that the City discovers a non-conformance with any of Dakota County/CJIIN's warranties or representations as stated in this Agreement, the City shall promptly inform CJIIN in writing and, upon receipt of such notice: (i) Dakota County/CJIIN shall correct the non- conformity within a reasonable period of time not to exceed thirty (30) days without any additional charge to the City; or (ii) in the event that Dakota County/CJIIN cannot effect such corrections within a reasonable time using best efforts, the City may terminate the Agreement and obtain a pro rata refund of the annual fees paid to CJIIN hereunder, allocable to the period after the termination of this Agreement. (e) Termination option for Chronic Problems The City may terminate this Agreement for cause and without penalty by notifying CJIIN within ten (10) days following the end of a calendar month in the event either of the following occurs: (1) the City experiences more than ten (10) Downtime periods resulting from five (5) or more nonconsecutive downtime events during the calendar month; or (2) the City experiences more than forty-eight (48) consecutive hours of downtime due to any single event. Such termination will be effective thirty (30) days after receipt of such notice by CJIIN. If the City terminates this Agreement for such chronic problems, within 30 days CJIIN shall refund to the City a prorated share of the annual fees paid by the City for the current year. Downtime as used in this section does not include periods that they System is unavailable due to routine or scheduled maintenance or the installation of upgrades or patches. (f) THE SERVICE LEVEL WARRANTY SET FORTH HEREIN SHALL ONLY APPLY TO THE SYSTEM PROVIDED BY DAKOTA COUNTY/CIIIN AND DOES NOT APPLY TO: (A) ANY PROFESSIONAL SERVICES; (B) ANY SUPPLEMENTAL SERVICES; (C) ANY SERVICE(S) THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL WARRANTY (AS STATED IN THE SYSTEM OVERVIEW FOR SUCH SERVICES). THIS SECTION STATES THE CITY'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY DAKOTA COUNTY/CJIIN TO PROVIDE SERVICE(S). (g) ownership of Services and System Software. Dakota County/CJIIN warrants that it is the sole owner or otherwise has the right and authority to provide the System Software, Provider Content and Services to the City and Permitted Users as set forth in this Agreement. If Dakota County/CJIIN's ownership rights are successfully challenged to the extent that the City must cease using the Services, CJIIN shall refund a prorated portion of the annual fees paid by the Page 8 of 20