GTECHNA 8/22/2018 - Laserfiche WebLink

4.3 It is the intention of the parties that the price includes all expenses. Therefore,no expense shall be reimbursed unless the amount was reasonable,the expense was reasonably necessary to complete the contract, the expense was not reasonably foreseeable or included in [Vendor]'s price,and the expense was approved in writing by an authorized City representative prior to [Vendor] incurring the expense. 4.4 If[Vendor] fails within a reasonable period of time, or if[Vendor] refuses, to correct defects when so requested by the City, the City may withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting,re- procuring, or remedying any damage caused by[Vendor]'s conduct. At its sole option, City may deduct from any payment, including a final payment(a)any damages,expenses or costs arising out of any such violations,breaches,or non-performance and(b)any other back-charges or credits. 4.5 To obtain payment, [Vendor] shall(a)file its request for payment,accompanied by evidence satisfactory to the City justifying the request for payment; (b)submit a report of the work accomplished to the pay point described in Exhibit B; and(c) comply with all applicable provisions of this Agreement. Contractor shall be paid as described in the exhibits to this Agreement. 4.6 All requests for payment should be sent to: City of Everett Attn: IT Director 2930 Wetmore Ave, Suite. 6A Everett,WA 98201 Email: ITNotices@everettwa.gov 5 [VENDOR] SOFTWARE 5.1 Grant of License and Right to Use [Vendor] grants to City in perpetuity a non-exclusive,user license as defined in Gtechna License agreement in Exhibit D to use(a) the Software and(b)any upgrades or maintenance releases provided pursuant to this Agreement or to a maintenance agreement and bug fixes,or patches. City shall not remove,obscure or alter any notice of patent, copyright,trademark,trade secret or other property right in the Software. Except for the license and rights granted herein, all rights, title and interest in the intellectual property rights in and to such software remain with[Vendor]. City may make such copies of the Software as are reasonably necessary for City to use or exercise the rights granted hereunder. No right is granted for the use of Software directly for any third person or for any use by any third person of Software. City may not sub-license,re-sell,transfer,convey or otherwise distribute the Software to third parties without the express written consent of[Vendor]. City of Everett/Gtechna Software Agreement Page 2 7/25/2018 tt