2011_0620_packet - Laserfiche WebLink

Home

9.4 Entire Agreement; Amendment; Waivers. This Agreement, together with all Exhibits hereto,, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,, whether oral or written,, of the Parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar , nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 9.5 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, is, for any reason, held to be invalid,, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument and the invalid,, illegal or unenforceable provision shall be deemed modified so as to be valid,, legal and enforceable to the maximum extent allowed under applicable law. 9.6 Parties Obligated and Benefited. This Agreement will be binding upon the Parties hereto and their respective permitted assigns and successors in interest and will inure solely to the benefit of such Parties and their respective permitted assigns and successors in interest,, and no other Person. SECTION 10 - SERVICES AND TASK ORDERS 10.1 Where Maplewood and Roseville exchange Services under this Agreement, such Services will be defined in the form of a Task Order,, in writing and signed by the Management Committee. (a) The intent of this provision is to ensure clear communications and commitment prior to either party taking action or incurring costs on behalf of the other. Both parties will act in good faith to identify requirements, expectations and to adhere to the commitments specified within this Agreement. (b) Services exchanged or actions taken with the intent of providing Services between Maplewood and Roseville without an agreed Task Order will not be covered by the terms of the Agreement and incurred costs will not be reimbursed. The party requesting Services covenants, by way of executing a Task Order pursuant to this Agreement that its requests for Service are within the annual budget for that party. (c) In cases of emergency, where the urgency of circumstance precludes the practicality of executing a Task Order for a Service not covered by an existing Task Order,, the Task Order may be reduced to writing and executed as soon after provision of Services as is practicable. Where the parties cannot agree on the terms of the written Task Order,, the parties agree to follow the dispute resolution procedures set forth in Section 5. An emergency may be any unanticipated event or circumstance outside the bounds of existing provisions Information Technology Shared Service Agreement Page 6 of 10