2006-05-10 CC Packet - Laserfiche WebLink

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Ql \ f t:J Minnesota Municipal Utilities Association 2. STANDARD OF CARE: Centerville acknowledges that MMUA undertakes to provide the services described herein to. Centerville as a member of MMUA and, similarly to other members of MMUA, consistent with its nonprofit purpose and that in so doing, MMUA affords to Centerville a convenience, cost savings and efficiency otherwise not available to Centerville from other service providers. Centerville acknowledges that MMUA will exercise its best efforts to perform the described services in accordance with current rules and practices but acknowledges that the ultimate responsibility for an interpretation of law lies with Centerville and its City Attorney and the application of such law and of the appropriate methods and practices also lies with Centerville in the exercise of its best judgment with reasonable and due regard for the safety of its employees and other third persons. MMUA assumes no responsibility under this Agreement other than to render the services called for in good faith. It shall not be responsible for any action of Centerville, its agents, or employees. 3. SCOPE AND..SCHEDULE CHANGES: ..The fees agreed to in Part ill constitute MMUA's estimate of the effort and charges required to perform the services described in Part L Services not expressly set forth in this Agreement are excluded from the obligations of MMUA If MMUA is delayed in performing its services hereunder by any act of war, force majeure or other circumstance beyond its control, then the schedule of performance shall be extended for the number of days as the occurrence delays performance and the compensation limits under the Agreement shall be equitably adjusted, if necessary, to compensate MMUA for any additional costs due to the delay. 4. FINANCING CHARGES FOR LATE PAYMENTS: If Centerville fails to pay undisputed invoiced amounts within thirty (30) days after delivery of invoice, additional charges shall become due and payable at a rate of 1 ~ percent per month (or the maximum percentage allowed by law, whichever is lower) on the unpaid amounts. All payments shall first be credited against any accrued interest. If Centervi11e fails to pay invoiced amounts within sixty (60) days after delivery of invoice, MMUA at its sole discretion, may suspend work hereunder without incurring any liability or waiving any right established hereunder or by law. 5. WORK PRODUCT: Centerville shall preserve and protect MMUA's proprietary and copyright interests, rights and privileges with respect to works of general application provided by MMUA to Centerville. Centerville and MMUA may use and duplicate materials developed by MMUA specifically for Centerville pursuant to this Agreement without obligation of royalty or :first seeking consent. H:\ Word\Compliance\General\LMC Group\Centerville 172a-2006.doc &1