4.3 SR 06-03-2024 - Laserfiche WebLink

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1 | Page Confidential MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into as of May 23, 2024, (“Effective Date”) between GovHR USA, a division of MGT of America Consulting, LLC (“GovHR”), with offices located at 4320 West Kennedy Boulevard, Tampa, FL 33609, and the City of Elk River, MN (“Client”), located at 13065 Orono Parkway, Elk River, MN 55330, collectively referred to herein as the “Parties.” WHEREAS, GovHR offers global technological, educational, organizational and staffing consulting solutions services to the public and private sectors; WHEREAS, Client anticipates a need within its organization for GovHR’s services; and WHEREAS, the Parties intend for this Agreement to serve as the governing, contractual basis of GovHR’s provision of future project-level services to Client. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. THIS AGREEMENT AND STATEMENTS OF WORK. The Parties enter into this Agreement to set forth the general terms and conditions that will govern GovHR’s provision of services to Client. Such services will be subsequently agreed upon by the Parties in individual Statements of Work (“SOW”). Each SOW will state all details required for the proper provision of project-level services, including scope, pricing, period of performance, and other required information (“Services”) each an Exhibit A, Statement of Work, attached hereto and incorporated into the Agreement. Unless otherwise stated in an SOW, all Services shall be performed remotely. Each SOW will require signature by both parties to be effective. 2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE. The contract documents consist of this Agreement and all exhibits, attachments, amendments, and SOWs subsequently executed by the Parties and all exhibits, attachments, amendments, and other documents made a part of the SOW (“Contract Documents”). Upon signature by the Parties, all SOWs executed during the Term shall be considered incorporated into and made a part of this Agreement. In the event of a conflict among the terms and conditions in this Agreement and any SOW, unless that SOW expressly states the intention for the SOW to control with regard to the conflicting term or condition, then this Agreement shall control. Any terms or conditions contained in documents issued by Client other than the Contract Documents, including purchase orders, shall be voidable at GovHR’s discretion. 3. TERM. The term of this Agreement shall commence on the Effective Date and will continue for a period of one (1) year or until terminated in accordance with this Agreement. This Agreement will automatically renew for additional one (1) year terms unless terminated by either party at least thirty (30) days prior to the expiration date. 4. TERMINATION. This Agreement or any individual SOW may be terminated with cause by either party: (a) if the other party materially breaches the terms of this Agreement and fails to cure the Page 28 of 464