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5.3. Unless otherwise specifically agreed between Ci and the Customer, in writing, the terms <br />and conditions of this Agreement shall take precedence over any accepted purchase order issued after the <br />Effective Date of this Agreement. <br />5.4. Any delays in Ci's ability to delivery services under this Agreement that are the direct <br />result of delays in customer -supplied materials will be billed on a cost per -hour basis. <br />5.5. Customer acknowledges that certain software components of the System are developed, <br />owned, and licensed by third -party providers, including L311arris. The L3Harris Software Services Terms <br />and Conditions attached as Attachment F (1,311arris Terms for Reference') shall govern all aspects of <br />software updates, security update management services, and related support for the 1,31-larris software <br />components of the System. Customer agrees to comply with all terms and conditions set forth in the <br />1,311arris Terms. The fees for L3Harris Software Services described in Attachment F are included in the <br />Maintenance Fees set forth in Attachment C of this Agreement. Customer acknowledges that 1,31-larris <br />Software Services fees are subject to annual increases as specified in the L3Harris Terms. Ci will provide <br />Customer with at least ninety (90) days' written notice of any such fee increases prior to renewal. If <br />Customer fails to pay any fees when due, Ci reserves the right to suspend or terminate 1,314arris Software <br />Services in accordance with the L3Harris Terms. <br />6. Preventive Maintenance. Ci will perform the Preventative Maintenance Services as determined by <br />the Service Options Elections and set forth in Attachment A. Any deficiencies that are the result of misuse <br />or abuse, or the result of a Force Majeure event, shall be identified and documented by Ci, and Ci shall <br />provide a quotation for Demand Services to resolve any such deficiencies. Ci shall maintain records of the <br />Preventative Maintenance tasks, and such records shall be available to the Customer upon request during <br />the Initial Term and any Renewal Term. <br />7. Description of Maintenance Services. Ci will perform if following Services, if elected in Service <br />Option Elections, for P25 Repair Services, Software Services, Terminal Services, NOC Services, and <br />Tower Inspection Services. The services selected in Service Option Elections are provided by Ci in <br />exchange for the Customer's payment of the Annual Fees listed in Attachment C. <br />7.1. Ci shall supply staffing, supervision, labor, test equipment, and supplies necessary to meet <br />the service requirements for the Service Option Elections as selected above and defined herein. <br />7.2. P25 System Repair <br />7.2.1. If included in the Service Option Elections, P25 System Repair services shall be <br />provided Response Time described in Paragraph 10 of this Agreement. Issues shall be <br />resolved using customer supplied spare parts. This service is included in the annual <br />maintenance rate. No Fixed Equipment shall be out of service more than twenty-four (24) <br />hours, if parts are available, after notification of equipment failure when the failure results <br />in the inability of Terminal Equipment to communicate with each other or with the <br />Customer dispatch center. <br />7.2.2. Ci shall not be liable for costs incurred for repair and/or replacement of equipment <br />that becomes inoperative due to negligence on the part of the Customer, a third party, the <br />user, liquid intrusion, lightning damage, user installations, user removals, or the result of a <br />Force Majeure event. Any component parts replaced because of abuse on the part of the <br />user shall be returned to the Customer for examination. <br />4 <br />