2018-209-E Human Resources - Tyler Technologies docorigin

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client: Orange County Attention: Pam Jones 0 0 S M D Contract # MN5019-4 o CD h) Any invoice not disputed as described above shall be dacmed accepted by the Client. If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUla.'IS reserves the right to suspend delivery of all services under the Investment Summary, the Software License Agreement, this Professional Services Agreement, the Maintenance Agreement and, if applicable, the Third Party Product Agreement. 3) Additional Service, Services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the Investment Summary will be billed at MUNIS' then current market rate for the service as they are incurred. 4) Limitation of Liability. M[]iv tS' liability for damages arising out of this Professional Services Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the professional service fees identified in the Investment Summary. 'The client shall not in any event be entitled to, and MUNIS shall not be liable for, indirect, special, incidental, comccluential or exemplary damages of any nature. The professional service fees set forth in the Investment Summary reflect and are set in reliance upon this allocation o£risk and the exclusion of such damages as set forth in this Professional Services Agrwro enL 5) Dispute Resolution. In the event of a dispute between the parties under this Professional Services Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing odes of the American. Arbitration Association, 6) No Intended Third Party Beneficiaries_ This Professional Services Agreement is entered into solely for the benefit of MUMS and Client. No third party shalt be deemed a beneficiary of this Professional Scrvirts Agreement, and no third party shall have the right to make any claim or assert any right under this Professional Services Agreement. 7) Governing Law. This Professional Strviccs Agreement shall be governed by and construed in accordance with the Iaws of Client's state of domicile. 8) Cancellation or Termination. In the event of cancellation or termination of this Professional Services Agreement, Client will make payment to MUNIS for aii services and expenses delivered or incurred prior to the termination or cancellation of this Professional Services Agreement, 9) Entire Agreement_ a) This Professional Services Agreement represents the entire agreement of Client and MUNIS with respect to the professional services and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did, not rely on any representations or warranties other than those explicitly set forth in this Professional Services Agreerment. b) If any term or provision of this Professional Services Agreemenr or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Professional Services Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Professional Services Agreement shall be valid and enforced to the fullest extent permitted by Iaw. c) This Professional Services Agreement may only be amended, modified or changed by written instrument signed by both parties. 10) Approval of Governing Body. Client represents and warrants to MUNIS that this Professional Services Agmeuent has been approved by its governing body and is a binding obligation upon Client. 10 of)a