05-04-2015 Council Packet - Laserfiche WebLink

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ArcStone not paid by their due date shall be in default, and subject to a 1.5% per month interest fee, or the maximum percentage allowed by applicable laws, whichever is less, on all past -due balances. If an account is 45 business days past due, ARCSTONE reserves the right to stop providing services to CUSTOMER. All time providing services to past due accounts will be billable. If ARCSTONE hires outside services to collect past due payments, customer will be responsible for paying reasonable collection, legal, and other fees necessary to collect the past due amount. 8. NONSOLICITATION. While this Agreement is in force, and for two (2) years thereafter, neither party shall, without the written permission of the other party, solicit, hire, or otherwise engage the services of, any person who has been an employee of the other party and who has directly participated in the provision of Services under this Agreement, for a period of two (2) years following the termination of such person's employment, provided that this Section 8 shall not apply to a party ("Hiring Party") if an employee of the other party responds to a general recruitment effort of the Hiring Party including without limitation through a third party agency or advertisement, without any solicitation, direct or indirect, by the Hiring Party. If a party employs an employee of the other except as permitted in this Section 8, such party shall be liable to pay the other party an amount equal to the annual salary of that employee as such other party's sole and exclusive remedy. 9. WARRANTY. ArcStone warrants that resource hours will be spent as directed in collaboration with CUSTOMER. The quality of work will be at a level reasonably judged as professional and will meet industry standards as of the date of this agreement. 10. ACCEPTANCE and TESTING. If CUSTOMER engages ARCSTONE testing services, ARCSTONE guarantees that custom code developed by its programmers will be free of visible bugs and error messages for all web browsers with more than 5% market share (at the date of signing) on Apple OS X and the latest version of Windows for 1 year (differences in web page appearance are normal in different browsers) in the targeted hosting environment. If errors in programming are found after passing ARCSTONE's testing period, ARCSTONE will fix them free of charge. If CUSTOMER determines not to engage ARCSTONE to provide testing services, CUSTOMER will be responsible for testing the application and reporting any issues to ARCSTONE within 30 days of having access to the application or web site. CUSTOMER will be responsible for paying to repair issues not reported within the 30 day acceptance window. All third -party or pre- existing (including ARCSTONE) software which is integrated into an application or web site is excluded from any Warranty or Guaranty. 11. ADVERSE PERFORMANCE. In the event that CUSTOMER determines In good faith that the continued performance of the Services by ARCSTONE's personnel is adversely affecting CUSTOMER, then CUSTOMER shall give ARCSTONE written notice to that effect, outlining the reasons for CUSTOMER's determination. Promptly after receipt of such notice, ARCSTONE shall investigate the matters stated in such notice, discuss its findings with CUSTOMER and resolve any problems with such ARCSTONE personnel. If, following such period, CUSTOMER requests replacement of such ARCSTONE personnel, ARCSTONE shall replace such ARCSTONE personnel with alternate resources of suitable ability and qualification as expeditiously as possible. 12. TERMINATION OF AGREEMENT. Either party may give written notice of termination of this Agreement for any reason thirty (30) days prior to the proposed date of termination. 13. SEPARATE ENFORCEMENT OF PROVISIONS. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall be enforced to the extent possible, ArcStone Consulting Agreement and Customer Service Order 2 of 6