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EP7]EDMUNDS <br />& ASSOCIATES <br />Simple. . Solutions. <br />(DEFINITIONS <br />For purposes of the Contract, these terms have the meanings indicated: <br />Acceptance means the test applied and approved by CITY prior to payment for any item. Acceptance <br />means that all functions as proposed in the Final Exhibits hereto shall perform accordingly. <br />Acceptance Certificate means a certificate in the form attached as Exhibit H evidencing the CITY's <br />acceptance of each software application. <br />Application Software is each separate software application specified in the Final Exhibits hereto. <br />Authorization to Proceed is a formal document that is signed by CITY prior to VENDOR ordering any <br />products or services. <br />Documentation means the formal printed -paper manuals or PDF versions that include descriptive <br />materials and screen displays of all applicable screens and screen choices in the proposed and modified <br />application software. <br />Final Exhibits means the final exhibits to be completed and attached hereto and made a part of the <br />Contract upon completion of the SOW and agreement by both parties as to the final terms specified in <br />those exhibits, including, scope of work, deliverables functional specifications, timetable and pricing. <br />Installation Activities means any and all software configuration activities, software loading, software <br />testing, etc., whether performed at CITY of Eustis, Florida or at VENDOR's site. <br />Migrate Software means that all screens, reports, functions and calculations that were included in the <br />Final Exhibits hereto shall be fully functional on the server and operating system installed by VENDOR. <br />Perpetual License means an irrevocable, unconditional license granted to CITY in perpetuity at no <br />additional fee, by VENDOR and permitted subcontractors of the software applications, the terms of <br />which are binding upon the owner, its heirs, assigns and successors -in- interest. <br />Product means software, documentation, including manuals, and any other information confidential to <br />VENDOR or its licensors. <br />Proprietary Information means information developed by VENDOR that is alleged and noted as <br />proprietary information. <br />RFP is the Request For Proposal issued by CITY. <br />Software means the source code and compiled object code version of computer programs and any <br />related documentation, excluding maintenance diagnostics. <br />Third Party Software means any software not developed by VENDOR. <br />Training means dedicated professional education about all software listed in this agreement. Training <br />may consist of structured classroom training, remote webinars, individual operator training and <br />assistance in "live data' situations. Training does NOT include fit analysis and installation activities. A <br />log shall be signed daily by the VENDOR and CITY confirming hours expended by VENDOR. <br />5 <br />