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Agmt18 Hyland Software
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Agmt18 Hyland Software
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Last modified
10/31/2025 12:47:52 PM
Creation date
1/25/2018 3:23:26 PM
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Template:
Agreement
Contractor Name
Hyland Software
PROJECT NAME
OnBase ACMS
RMP File Number
304
Date
1/24/2018
MO Ref
18-015
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required to complete the project and the applicable hourly fees; and Customer shall pay in full each such invoice in accordance <br />with the terms of the General Terms. Any estimates of fees or Working Hours required to complete the project are <br />approximations of the anticipated amount of fees and time needed to complete the project. The actual number of Working Hours <br />may vary. <br />6. TRAVEL AND EXPENSES. Customer shall be responsible to pay or reimburse Hyland for all customary and <br />reasonable out-of-pocket costs and expenses incurred by Hyland in connection with the performance of services under this <br />Agreement (including fees and expenses relating to travel, meals, lodging and third party vendor registration requirements) in <br />accordance with Hyland's applicable internal policy for the reimbursement of costs and expenses to its employees ("Hyland <br />Expense Policy"). Customer will approve each onsite visit prior to Hyland incurring out-of-pocket costs and expenses for travel, <br />meals, and lodging. Except as otherwise provided in any applicable Services Proposal, Hyland shall invoice Customer for all <br />reimbursable costs and expenses on a monthly basis, in arrears; and Customer shall pay in full each such invoice in accordance <br />with the General Terms. <br />7.1 Limited Warrantv. For a period of sixty (60) days from the date of completion of Professional Services, Hyland <br />warrants to Customer that such services have been performed in a good and workmanlike manner and substantially according to <br />industry standards. This warranty specifically excludes (a) non-performance issues caused as a result of incorrect data or <br />incorrect procedures used or provided by Customer or a third party or failure of Customer to perform and fulfill its obligations <br />under this Agreement; and (b) any Professional Services in the nature of staff augmentation. <br />7.2 Remedv. Hyland's sole obligation, and Customer's sole and exclusive remedy for any non -conformities to the express <br />limited warranties under paragraph 7.1(a) shall he as follows: provided that, within the applicable 60 -day period, Customer <br />notifies Hyland in writing of the non -conformity, Hyland will use commercially reasonable efforts to re -perform the non- <br />conforming services in an attempt to correct the non-conformity(ies). if Hyland is unable to correct such non-confomvty(ies) <br />after a reasonable period of time, Customer's sole and exclusive remedy shall be to terminate the Services Proposal under which <br />the non-confonning Services have been performed, in which event Hyland will refund to Customer any portion of the services <br />fees under such Services Proposal relating directly to such nonconforming Professional Services paid prior to the time of such <br />termination. <br />8. TERMINATION <br />8.1 By Customer Customer may terminate this Professional Services Schedule, including any Services Proposal, pursuant <br />to Section 1.2 of the General Terms. <br />8.2 Terminating a Services Proposal. In addition to the terms provided in Section 1.3 of the General Terms Schedule, in <br />the event of any termination of a Services Proposal by Customer, Customer agrees to compensate Hyland for all Professional <br />Services already performed prior to, and including, the date of termination, except to the extent that Hyland has breached its <br />obligations to perform such Professional Services and such breach is the cause of such termination. <br />REV: 01-09-1815 <br />Page 21 of 51 <br />ATTY/AGR.2018.001/Hyland Onbase ACMS <br />
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