Res 2009-171 - Laserfiche WebLink

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it is determined that they violated any rules regarding access to City premises. Failure of the Vendor to remove any employee(s) is considered a breach of the Agreement and will result in immediate termination of the Agreement by the City. The Vendor will be responsible for any damage to the City resulting from such actions of their employee(s). The Vendor understands that any of its employees performing Services anywhere on City premises will be accompanied by City staff at all times. 1.1.6 Risk of Loss. The Vendor will bear the risk of loss of all Products while they are in transit to the City's premises and until accepted by the City in accordance with subsection 1.1.8 of the Agreement. After the City's acceptance of any such Products, the City will bear such risk of loss unless the loss is caused by the Vendor's negligence or that of the Vendor's agents or subcontractors. 1.1.7 Installation Responsibilities. Site preparation and product installation responsibilities of both the City and the Vendor for this System are described in Project Approach Plan #1. For any installation required under this Agreement, the Vendor will make all reasonable efforts to complete the installation by the intended installation date as specified in Project Approach Plan #1, or as stated in subsequent Project Approach Plans developed in conjunction with the City's procurement of additional Products or Services. The Vendor will notify the City of the actual installation date and the City will, if it agrees, on request, sign the Vendor's cut over or installation certificate. Minor omissions or variances in the installation or performance of any Product that do not materially affect the operation of the Product as a whole will not affect or postpone the installation date and will be noted by the City. 1.1.8 Acceptance of Products. Any Products purchased by the City will be deemed accepted by the City thirty (30) business days after the actual installation date, unless the City notifies the Vendor in writing within such period of any non-conformities. Upon such notice, the Vendor will promptly correct any non-conformity so that the Product will meet the specifications of this Agreement, Project Approach Plan 41 or any subsequent Project Approach Plans associated with the purchase of additional Products. A Product will be deemed accepted by the City if all non- conformities have been resolved and remain resolved for an additional thirty calendar (30) days from the date of the correction of any non-conformity. Acceptance of the System or any additional Products by the City will not constitute, nor be deemed a release of the responsibility and liability of Vendor, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their work; nor will such acceptance be deemed to be an assumption of such responsibility by the City for any defect in the System or other work prepared by the Vendor, its employees, subcontractors, agents, and consultants. 1.1.9 Software License. The Vendor grants the City a non-exclusive, fully paid, perpetual license(s) to use the software included with the System and for any other software provided by the Vendor under Section 1.4 of this Agreement, but only in conjunction with the Product with which it is licensed and installed. The City acknowledges and agrees that it will have no title or ownership rights to any software provided by the Vendor. In addition, the City will abide by the terms of and will execute the attached Software License Agreement (Attachment A) as well as any other software license agreement, under substantially similar terms, required by the Vendor or the Software Owner covering the City's subsequent purchases, or as required by the Software Brazos Technology, Hand Held Ticket Writer System Agreement 4