Reso 2018-2806 - Laserfiche WebLink

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Miami•Dade County,FL BW9872-1/20 ARTICLE 7. SOFTWARE MODIFICATIONS a) Error Corrections and Updates. The Licensor will provide the County with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in object code form to the extent available in accordance with the Licensor's release schedule for the term of this Agreement. b) Software Enhancements or Modifications.The County may,from time to time, request that the Licensor incorporate certain features, enhancements or modifications into the iicensed Software.When requested by the County,the Licensor shall provide the requested system enhancements/modifications inciuding ail relevant source code, not iimited to just the source code of the modification. Upon the County's request for such enhancements/modifications the County shall prepare a Statement of Work ("SOW") for the specific Project that shall define in detail the Services to be performed. The Licensor shall submit a cost proposal including all costs pertaining to furnishing the County with the enhancements/modifications. i. After the SOW has been accepted a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed Project staffing, anticipated Project schedule,and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions of this Agreement. Notwithstanding the foregoing, performance of any such modifications shall not compromise the Licensor's warranty obligations. ii. Following the County's acceptance of all enhancements/modification, the Licensor shall provide the County, if so requested with written confirmation of the date the enhancements/modification was applied to the Licensed Software, and any and all Documentation relating to the Licensed Software and or enhancements/modification thereto. c) Title to Modifications. All such error corrections, bug fixes, patches, updates or new releases shall be the sole property of the Licensor. ARTICLE 8. LICENSE FEES License Fee. !n consideration of the license rights granted in Article 3 above, the County shall pay the Software License Fees or other consideration for the Software and Documentation as set forth on Appendix B "Price Schedule" attached hereto. All Software License and Documentation fees are to be paid once utilizing the payment methods described in Appendix B"Price Schedule". The County shall have no obligation to pay the Licensor any additional sum in excess of this amount, except for a change and/or modification to the Agreement, which is approved and executed in writing by the County and the Licensor. All Services undertaken by the Licensor before the County's approval of this Agreement, shall be at the Licensor's risk and expense. ARTICLE 9. WARRANTIES a) Ownership.The Licensor represents that it is the owner of the entire right, title,and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. b) Limited Warranty. Licensor represents and warrants to the County that the Software,when properly installed by the County and used with the Designated Equipment, will perform Page 4 of 57