Res 2017-127/Mobile license plate recognition software

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1 *1 N L"i PA R K "' NUPARK DOES NOT REPRESENT, WARRANT, OR GUARANTEE, AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY, OR GUARANTEE, THAT THE HOSTING SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE. THE HOSTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CUSTOMER ACKNOWLEDGES AND AGREES THAT ACCESS TO THE HOSTED SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND THAT NUPARK IS NOT RESPONSIBLE FOR ANY DELAYS OR DAMAGES RESULTING THEREFROM. 2.8 Professional Services. Any services to be performed by NuPark other than the Maintenance Services and the Hosting Services are limited to those services specifically set forth in the Initial Solution Pricing and any Subsequent Solution Pricing or otherwise agreed to in writing between the parties (collectively, the "Professional Services"). If, during the Tenn or any Renewal Term, Customer requests Professional Services, the parties will cooperate to identify and agree in writing upon the scope of the Professional Services to be provided and the applicable schedule for the performance of such Professional Services. 2.9 Audit. Customer is responsible for implementing reasonable means to monitor its compliance with the terms of this Agreement. Upon not less than ten (10) calendar days' notice to Customer, NuPark may audit Customer's use of the NuParlc System. Customer agrees to cooperate with NuPark's audit and to provide NuPark with reasonable assistance and access to information, including, without limitation, Customer's books and records related to Customer's use of the NuPark, System. NuPark may furnish Customer with an audit questionnaire, and Customer agrees to fully and accurately complete such questionnaire and return it to NuPark within ten (10) calendar days of receipt. NuPark's use of an audit questionnaire will not limit NuPark's ability to conduct any on- site audit(s) as provided above. If a review of Customer's records indicates (a) a discrepancy of five percent (5%) or more of any amount payable hereunder or (b) any use of the NuPark System not permitted hereunder, without limiting any other remedy available to NuPark, Customer agrees to pay NuPark immediately upon demand (y) for the full out-of-pocket costs of the audit and (z) any discovered underpayments. 3. CUSTOMER'S OBLIGATIONS. 3.1 Customer's Premises. For any services to be performed by NuPark on Customer's premises, Customer will provide for NuPark's personnel's use, at no charge to NuPark, reasonable workspace and access to the appropriate Customer computing resources and environment, including mutually agreed upon office equipment and materials needed to complete the services. Customer will arrange for all necessary security badges and IT system log-in/passwords to be provided to NuPark's personnel as may be required by Customer's policies and procedures. 3.2 Customer's Responsibilities. Any tasks that are not specifically assigned to NuPark will remain Customer's responsibility to perform and will remain under Customer's supervision, management, and control, even if NuPark assists Customer in performing such tasks. NuPark will not be responsible for any delays caused by delays or nonperformance of project tasks which Customer is responsible to perform. 3.3 Right of Access by NuPark. Customer will provide all necessary passwords and protocols to permit NuPark to access the NuPark System on Customer's system by electronic means for purposes of providing Maintenance Services and determining whether the NuPark System is being used in accordance with the terms and conditions of this Agreement. 3.4 Customer Assistance. To assist NuPark in providing the Maintenance Services, Customer will execute diagnostic routines in accordance with written instructions provided by NuPark and inform NuPark of the results of such tests. Customer will cause appropriate technical personnel from its staff to be available for consultation and advice regarding the nature of any problems and the results and acceptability of any proposed or attempted solution. Customer will maintain the NuPark System by installing any bug fixes, updates, and other workarounds provided by NuPark. Customer acknowledges and agrees that the failure or refusal of Customer to do so may affect NuPark's ability to provide the Maintenance Services. 4. FEES; PAYMENT.