Reso 2017-2669 - Laserfiche WebLink

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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008' Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken, The County Mayor, as appropriate, shall render a decision in writing .and deliver a copy of the same to the Contractor. Except as .such.remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after • exhausting the provisions of this Article. • • ARTICLE 15. MUTUAL OBLIGATIONS • a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. • b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue . of ownership control or statutory control) to a party. c) in those situations where this Agreement imposes an indemnity obligation on the Contractor, the County may, at its expense, elect to participate inthe defense if the County should so choose. Furthermore, the County may at its own expense defend or settle any such claims if the Contractor fails to diligently defend such claims, and thereafter seek indemnity for costs from the Contractor. ARTICLE 16. QUALITY ASSURANCEIQUALITY ASSURANCE RECORD KEEPING The.Contractor shall maintain, and shall require that its subcontractors and suppliers maintain, complete and accurate records to substantiate compliance with the requirements set forth in the Scope of Services. The Contractor and Its subcontractors and suppliers, shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3)years from the expiration date of this Agreement and any extension thereof. ARTICLE 17. AUDITS • The County, or its duly authorized representatives or governmental agencies, shall until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records and of its subcontractors and suppliers which apply to all matters of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to Section 2-481 of the Miami-Dade County Code, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and. equipment purchased in whole or in part with government funds. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. • Page 10 of 25 Rev. 5/16/14 ,;