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MIAMI-DADE COUNTY,_FLORIDA Contract No. RF000D08 <br /> ARTICLE 2. ORDER OF PRECEDENCE <br /> If there is a conflict between or among the provisions of this Agreement, the order of <br /> precedence is as follows: 1) these terms and conditions, 2) Appendices to these terms and <br /> conditions (Scope of Services and Price Schedule), 3) the Miami-Dade County's RFQ No. <br /> 00008 and any associated addenda and attachments thereof, and 4)the Contractor's Proposal. <br /> ARTICLE 3. RULES OF INTERPRETATION <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 /> c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and <br /> "hereunder"shall be deemed to refer to this Agreement. <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 /> ARTICLE 4. NATURE OF THE AGREEMENT <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 /> b) The Contractor shall provide the services set forth in the Scope of Services, and render <br /> full and prompt cooperation with the County in all aspects of the Services performed <br /> hereunder. <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 of all Work and <br /> Services under this Contract. All things not expressly mentioned in this Agreement but . <br /> necessary to carrying out its intent are required by this Agreement, and the Contractor <br /> shall perform the same as though they were specifically mentioned, described and <br /> delineated. <br /> d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required <br /> to perform the Work and Services that are necessary for the completion of this Contract. <br /> All Work and Services shall be accomplished at the direction of and to the satisfaction of <br /> the County's Project Manager. <br /> Page 3 of 25 <br /> Rev. 5/16/14 ' ; `') <br /> "_. i <br />