Reso 2018-2806 - Laserfiche WebLink

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• Miami-Dade County,FL j_BW9872 -1/20 under the direction of the Contractor and whether or not in privity of Contract with the Contractor. p) The words 'Work", "Services" "Program", or "Project" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) these terms and conditions, 2) the Scope of Work (Appendix A), Payment Schedule (Appendix B), all other appendices, and any associated amendments issued hereto. ARTICLE 3. GRANT OF RIGHTS a) License. The License granted for Software under this Agreement authorizes the County on a nonexclusive basis to use the Software on Designated Equipment as outlined in Exhibit"A". b) Additional Licenses. During the term of the Agreement, should the County wish to purchase additional licenses from the Contractor, the fees shall be according to Appendix B "Payment Schedule". All additional licenses purchased shall be documented in writing by the Contractor and amended in Appendix"A". ARTICLE 4. DELIVERY a) Software. The Contractor shall deliver to the County a master copy of the Software licensed hereunder in object code form, suitable for reproduction, in electronic files only. b) Web Based Software. Web based applications shall be delivered to the County within seven (7)days of the execution of this agreement. All County license keys, usernames, and passwords shall be authenticated by the Contractor and perform according to Appendix A"Scope of Work". c) Documentation. The Licensor shall deliver copies of the associated Software Documentation to the County. ARTICLE 5. FINAL ACCEPTANCE OF PRODUCT BY THE COUNTY The product(s) to be provided hereunder shall be delivered to the County, and maintained if applicable to the contract, in full compliance with the specifications and requirements set forth in Appendix A. If a Contractor provided product is determined to not meet the specifications and requirements of this contract, either prior acceptance or upon initial inspection, the item shall be returned, at Contractor's expense, to the Contractor. At the County's own option, the Contractor shall either provide a direct replacement for the item, or provide a full credit for the returned item(s). The Contractor shall not assess any additional charge(s) for any conforming action taken by the County under this clause. ARTICLE 6. UNAUTHORIZED WORK Neither the Contractor nor any of their employees shall perform any work other than the work that is defined herein. The County representative may permit specific exceptions to the provisions of this paragraph when such permission is given in writing. The Contractor shall not be paid for any work performed outside of the scope defined in Appendix A of the contract or any work otherwise unauthorized. Page 3 of 57