Res 2000-069 - Laserfiche WebLink

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c. Subsection (b) is revised by inserting "through no fault of Williams" after the word "System". 6, Delete Section 11 in its entirety and substitute the following new Section II: 11. LIMITED WARRANTIES. a. For a period of one year from the Cutover Date (the "Warranty Period"), Williams warrants that the System will be free from defects in materials and \vorkmanship and will operate in accordance with manufacturer's specifications. Williams warrants that all services provided by Williams under this Agreement shall be performed in a professional, competent and workmanlike manner. Customer's SOLE AND EXCLUSIVE REMEDY for breach of this warranty is limited to Williams' performance as set forth in section 12(a) below, and performance of warranty service during the Warranty Period will not extend or restart the Warranty Period. If, however, it is determined that such remedy fails of its essential purpose, then Williams' entire liability for such breach is limited to payment by Williams of Customer's actual damages in an amount not to exceed the amount paid for the System. b. For the period beginning on the Cutover Date and ending on December 31,2000 (the "Year 2000 Warranty Period"), Williams will provide the following additional limited warranty ("Year 2000 Warranty") for any Nortel Network, Meridian I Option 61C and IIC and Norstar MICS, purchased as part of an Order ("Compliant Product ") [as such Compliant Product is more fully described in the Schedule I attached to the applicable Order]: (i) the Compliant Product will function. with respect to any date dependent operations, without any material, service- affecting non-conformance to the applicable manufacturer specifications; (ii) in connection with calendar-related data and calendar-related processing of such data or of any system date, the Compliant Product will not malfunction, will not -Cease to function, will not generate incorrect data, and will not produce incorrect results; and (iii) in connection with providing calendar-related data to and accepting calendar-related data from other automated. computerized, and/or software systems and users via user interfaces, electronic interfaces, and data storage, the Compliant Product represents dates in a manner which can be interpreted without ambiguity as to century. The Compliant Product may continue to use year representations which do not use four digits where such representations can be interpreted without ambiguity as to century. If, during the Year 2000 Warranty Period the Compliant Product fails to perform in the manner set forth above, CUSTOMER'S SOLE REMEDY AND WILLIAMS' SOLE OBLIGATION under this warranty is for Williams to correct such failure through, at Williams' expense and in its sole discretion, repair, replacement or modification of the Compliant Product using commercially reasonable efforts. If Williams is unable to repair, replace, or modify using such efforts, Williams will refund to Customer the depreciated value of the non- conforming portion of the Compliant Product, or, if the entire Compliant Product is rendered useless, the entire Compliant Product, as such value is carried on the books of Customer for tax purposes at the time of breach,. in which case Customer shall return the affected items to Williams. IN ADDITION TO THE WARRANTY EXCLUSIONS SPECIFlED IN THIS AGREEMENT, THE YEAR 2000 WARRANTY SHALL NOT APPLY TO: (l) ANY EQUIPMENT OR SOFfW ARE NOT SOLD, PROVIDED OR INSTALLED BY WILLIAMS EVEN IF SUCH EQUIPMENT OR SOFIW ARE IS UNDER A MAINTENANCE AGREEMENT WITH WILLIAMS; (10 THE FAILURE OF COMPLIANT PRODUCT TO COMPLY WITH THE APPLICABLE SPECIFICATIONS DUE TO RELIABILITY OR NON-COMPLIANCE RELATED ISSUES OF OTHER EQUIPMENT OR SOFTWARE; OR (III) SERVICE REQUIRED BECAUSE OF COMPLIANT PRODUCT'S OPERA TIONAL FAILURE DUE TO OTHER EQUIPMENT OR SOFIW ARE AND/OR OTHER VENDOR MALFUNCTIONS. SERVICE FOR ISSUES RESULTING FROM AN EXCLUDED CAUSE WILL BE PERFORMED AT CUSTOMER'S REQtTEST AND BILLED TO CUSTOMER AT "''ILLIAMS' THEN PREVAILING TThIE AND MATERIALS RATES. TO THE EXTENT THAT THIS YEAR 2000 WARRANTY FOR COMPLIANT PRODUCT CONFLICTS WITH SUB-CLAUSE (VII) IN THE FIRST SENTENCE OF SECTION 16, AND SOLELY TO THAT EXTENT, THE YEAR 2000 WARRANTY TERMS WILL CONTROL. c. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER EXPRESS WARRANTIES. THIS AGREEMENT EXCLUDES ALL IMPLIED W ARRANTlES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WILLIA.\1S DISCLAIMS ANY WARRANTY TO PREVENT lJ'NAUTHORlZED USE OF THE SYSTEM, INCLUDING TOLL FRAUD. Addendum to MOA.doc PFH Page 2 of 3