Reso 2002-431 - Laserfiche WebLink

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8 ; ,:(\ ie! SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT "D" GENERAL TERMS AND CONDITIONS related to this AGRE~ENT. Such examination may be made only within five years from the date of final payment under this AGREEMENT and upon reasonable notice, time and place. C, Extended Availability of Records for Legal Disputes: In the event that the DISTRICT should become involved in a legal dispute with a third party arising from pedormance under this AGREEMENT, the CITY shall extend the period of maintenance for all records relating to the AGREEMENT until the fmal disposition of the legal dispute, and all such records shall be made readily available to the DISTRICT. 7.2 The DISTRICT shall retain exclusive title, copyright and other proprietary rights in all work items, including but not limited to, all documents, technical j" reports, research notes, scientific data, computer programs, including the source and object code, which are dev~loped, created or otherwise originated hereunder by the CITY, its subcontractor(s), assign(s), agent(s) and/or successor(s) as required by the Exhibit "C", Statement of Work (the "Work"). In consideration for the DISTRICT entering into this CONTRACT, and other good and valuable consideration the sufficiency and receipt in full of which is hereby acknowledged by the CITY, the CITY hereby assigns, transfers, sells and otherwise grants to the DISTRICT any and all rights it now has or may have in the Work (the "Grant"). This Grant shall be self-operative upon execution by the parties hereto. however the CITY agrees to execute and deliver to the DISTRICT any further assignments or other instruments necessary to evidence the Grant, without the payment of any additional consideration by the DISTRICT. The CITY may not disclose, use, license or sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. This paragraph shall survive the termination or expiration of this CONTRACT. 7.3 The CITY represents and warrants that proprietary software, if any, to be provided to the DISTRICT by the CITY hereunder, as specifically identified in Exhibit "C", Statement of Work shall have been developed solely by or for the CITY, or lawfully acquired under license from a third party, including the right to sublicense such software. The CITY shall include copyright or proprietary legends in the software and on the label of the medium used to transmit the software. The CITY shall grant to the DISTRICT a perpetual, non-transferable, non- exclusive right to use the identified software without an additional fee. The DISTRICT acknowledges that title to the software identified in Exhibit "C" shall remain with the Licensor. 7.4 Any equipment purchased by the CITY with DISTRICT funding under this CONTRACT shall be returned and title transferred from the CITY to the DISTRICT immediately upon termination or expiration of this AGREEMENT upon the written request of the DISTRICT not less than thirty (30) days prior to AGREEMENT expiration or termination. Equipment is hereby defined as any non- consumable items purchased by the DISTRICT with a. value equal to or greater than $500.00 and with a normal expected life of one (1) year or more. The CITY will maintain any such equipment in good working condition while in its possession and will return the equipment to the DISTRICT in good condition. less normal wear and tear. The CITY will use its best efforts to safeguard the equipment throughout the period of performance of this AGREEMENT. However the DISTRICT will not hold the CITY liable for loss or damage due to causes beyond the CITY's reasonable control. In the event of loss or damage, the CITY shall notify the DISTRICT in writing within five (5) working days of such occurrence. 7.5 The DISTRICT has acquired the right to use certain software under license from third parties. For purposes of this AGREEMENT, the DISTRICT may permit the CITY access to certain third party owned software on DISTRICT computer systems. The CITY acknowledges the proprietary nature of such software and agrees not to reproduce, distribute or disclose such software to any third party. Use of or access to such software shall be restricted to designated DISTRICT owned systems or equipment. Removal of any copy of licensed software is prohibited. Page 4 of 8, Exhibit "B" ',:l Contract File:\City.doc 02/12/02