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<br />t J .,:oj <br /> <br />MIAMI-DADE COUNTY. FLORIDA <br />ARTICLE 2. ORDER OF PRECEDENCE <br /> <br />Contract No. RFP683 <br /> <br />If there is a conflict between or among the provIsions of this Agreement, the order of <br />precedence is as follqws: 1) these terms and conditions" 2) the Scope of Services (Appendix A), <br />3) the Miami-Dade County's RFP No. 683 and any associated addenda and attachments <br />thereof, and 4) the Contractor's Proposal. <br /> <br />ARTICLE 3. RULES OF INTERPRETATION <br /> <br />a) References to a specified Article, section or schedule shall be construed as reference to <br />that specified Article, or section of, or schedule to this Agreement unless otherwise <br />indicated. <br /> <br />b) Reference to any agreement or other instrument shall be deemed to include such <br />agreement or other instrument as such agreement or other instrument may, from time to <br />time, be modified, amended, supplemented, or restated in accordance with its terms. <br /> <br />c) The terms "hereof', "herein". "hereinafter", "hereby", "herewith", "hereto", and <br />"hereunder" shall be deemed to refer to this Agreement. <br /> <br />d) The titles, headings, captions and arrangements used in these Terms and Conditions <br />are for convenience only and shall not be deemed to limit, amplify or modify the terms of <br />this Contract, nor affect the meaning thereof. <br /> <br />ARTICLE 4. NATURE OF THE AGREEMENT <br /> <br />a) This Agreement incorporates and includes all prior negotiations, correspondence, <br />conversations, agreements, and understandings applicable to the matters contained in <br />this Agreement. The parties agree that there are no commitments, agreements, or <br />understandings concerning the subject matter of this Agreement that are not contained <br />in this Agreement, and that this Agreement contains the entire agreement between the <br />parties as to all matters contained herein. Accordingly, it is agreed that no deviation <br />from the terms hereof shall be predicated upon any prior representations or agreements, <br />. whether oral or written. It is further agreed that any oral representations or modifications <br />concerning this Agreement shall be of no force or .effect, and that this Agreement may be <br />modified, altered or amended only by a written amendment duly executed by both <br />parties hereto or their authorized representatives. <br /> <br />b) The Contractor shall provide the Goods and Services set forth in the Scope of Services, <br />and render full and prompt cooperation with the County in all aspects of the Services <br />performed hereunder. <br /> <br />c) The Contractor acknowledges that this Agreement requires the performance of all things <br />necessary for or incidental to the effective and complete performance and provision of all <br />Goods and Services under this Contract. All things not expressly mentioned in this <br />Agreement but necessary to carrying out its intent are required by this Agreement, and <br />the Contractor shall perform the same as though they were specifically mentiofled. <br />described and delineated. <br /> <br />d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required <br />in the provision and performance of the Goods and Services that are necessary for the <br />completion of this Contract. All Goods and Services shall be provided and accomplished <br />at the direction of and to the satisfaction of the County's Project Manager. <br /> <br />Page 3 of 25 <br /> <br />Rev. 11/24/09 <br /> <br />S\B <br />