Agmt99 Lucent Technologies - Laserfiche WebLink

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"Services"means design and installation to be performed pursuant to this Agreeme�. "Soflware", when used without a qualifying word or phrase, means LUCENT Software and any Non- LUCENT Software that may be furnished with the System. Unless otherwise provided herein, the LUCENT Soflware provided hereunder to CITY shall, upon installation be the most rececrt version and release available. "Specifications" means LUCENT's written descriptions of the system and its functioning as set forth in its Documentation and Elchibits A,B and D. "System" is the communications system described in Exhibit A, including the Equipment and Software descnbed in Exhibits A,B,C and D. "Total Contract Price" means the sum of the individual prices for Products and Services provided hereunder. The Total Contract Price is the amount identified as such at the end of Exlubit C. Section 3 SCOPE OF AGREEMENT A. SCOPE OF WORK: LUCENT and its subcontractors will assemble and integrate the Equipment and Software,and deliver, install and test the System at designated site(s), as spe�ified in Exhibit D and in accordance with this Agreement. CITY will perform its responsibilities as specified in Exhibit D and in accordance with this Agreement. B. CHANGE ORDERS: Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, LUCENT and CITY will agree to an equitable adjustment in the Agreement price or performance schedute, or both. LUCENT is not obligated to comply with requested changes unless and until a change order is executed by both parties. C. ADDITIONAL PRODUCTS: For so long as CITY is a maintenance paying customer of LUCENT, CITY may submit purchase orders for additional Equipment and Software. If CITY and LUCENT have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically. Each purchase order must specifica.11y refer to this Agreement and will be an offer by CTTY subject to LUCENT's acceptance. Except for pricing and delivery terms, which must be stated on the purchase order, CITY and LUCENT agrce that the applicable terms of the main body of this Agreement will be the only terms and conditions that govern the purchase and sale of products identified on such purchase orders. Additional or conflicting terms on such purchase orders shall have no force or effect. CITY and LUCENT agree that payment for all additional products so purchased will be due thirty(30)days after the date of LUCENT's invoice for the products. D. MAINTENANCE SERVICE: CITY may purchase maintenance service for the System pursuant to the tem�s and conditions of the LUCENT Maintenance and Support Agreement, the form of which is attached hereto as Exhbit E. E. LUCENT SOFTWARE: Any LUCENT Software furnished will be licensed to CITY solely according to the terms and restrictions of the Soflware License as set forth in Section 9. CITY hereby accepts all of the ternis and restrictions of the Software License. F. NON-LUCENT SOFTWARE: Any Non-LUCENT Software furnished by LUCENT will be subject to the terms, restrictions and warranty of its copyright owner. LUCENT hereby transfers and CIT1'hereby accepts all of the terms and restrictions of the Non-LUCENT Software Licenses. G. Certain of the Products furnished under this Agreement have been manufactured or procured by vendors other than LUCENT. Such Products are ident�ed on Exhibit C as "Motorola-Supplied Products and Services" and "Corporate Environments of Woodside, California-Supplied Products and Services." Lucent Technologies/Redwood City, CA 2 . __ .... _