Common use of Final Acceptance Clause in Contracts

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph (g) (“Cure”) shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverablesdeliverables, the County shall begin testing the System system that is comprised of such components or Deliverables deliverables using the applicable test procedures and standards to determine whether such System system performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor Riskonnect in writing that that: (a) the Systemsystem, and all components and Deliverables deliverables that are a part thereof: (a) , meet the Acceptance Criteria and that final acceptance of the System system and such components and Deliverables deliverables has occurred ("Final Acceptance"); or (b) does not meet that the Acceptance Criteria have not been met and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverabledeliverable" being references to the "Systemsystem," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable deliverable or the System system following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the Systemsystem, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverablesdeliverables, the County shall begin testing the System system that is comprised of such components or Deliverables deliverables using the applicable test procedures and standards to determine whether such System system performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the Systemsystem, and all components and Deliverables deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System system and such components and Deliverables deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverabledeliverable" being references to the "Systemsystem," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor ". Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law. Notwithstanding the foregoing, if County: (x) fails to make a good faith effort within a reasonable time frame to complete such testing; or (y) with respect to an implementation, uses the implemented Software in a live environment for a total of thirty (30) continuous days, then Final Acceptance will be deemed accepted.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or DeliverablesDeliverables related to Implementation (including integration) described in Attachment A or C, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance")) and County may be billed for the last milestone in the “One-time Fees Milestone Payment Schedule”; or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law. Policies and Procedures: Contractor, its subcontractors, Contractor personnel, and all other agents and representatives of Contractor, will at all times comply with and abide by policies and procedures of County that are made part of this Contract. Contractor shall cooperate with County in ensuring Contractor’s compliance with County policies and procedures described in this Contract, and any material violations or disregard of such policies or procedures shall, in addition to all other available rights and remedies of County, be cause for termination of this Contract.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System system that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System system performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "“Final Acceptance Testing Period"”), the County shall notify the Contractor Vendor in writing that that: (a) the Systemsystem, and all components and Deliverables that are a part thereof: (a) , meet the Acceptance Criteria and that final acceptance of the System system and such components and Deliverables has occurred ("“Final Acceptance"”); or (b) does not meet that the Acceptance Criteria have not been met and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "“component or Deliverable" ” being references to the "System“system," ” and all references to the "“Acceptance Testing Period" ” being references to the "“Final Acceptance Testing Period." ” Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System system following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the Systemsystem, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "“acceptance" ” under general contract law, any state uniform commercial code code, or any other law.

Final Acceptance. ‌ Upon achievement of Conditional Acceptance conditional acceptance for all identified components or Deliverables, the County shall begin testing the System system that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System system performs as an integrated whole in accordance with the Acceptance CriteriaRequirements. After the County has completed such testing or upon expiration of a mutually-agreed-upon testing period (the "Final Acceptance Testing Period")testing, the County shall notify the Contractor Supplier in writing that that: (A) the Systemsystem, and all components and Deliverables that are a part thereof: (a) , meet the Acceptance Criteria Requirements and that final acceptance of the System system and such components and Deliverables has occurred ("“Final Acceptance"”); or or, (bB) does that the Requirements have not meet the Acceptance Criteria been met and the reasons therefortherefore. If the County determines that the Acceptance Criteria Requirements have not been so met, the process described in Paragraph Section 19.3 (gFailed Acceptance Testing) (“Cure”) above shall be initiated, with all references to "component or “Deliverable" ” being references to the "System“system," ” and all references to the "“Acceptance Testing Period" Test” being references to the "“Final Acceptance Testing PeriodTest." ” Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable deliverable or the System system following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the Systemsystem, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "“acceptance" ” under general contract law, any state uniform commercial code code, or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or DeliverablesDeliverables related to Implementation (including integration) described in Attachment A or C, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance")) and County may be billed for the last milestone in the “One-time Fees Milestone Payment Schedule”; or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefortherefore. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverable" being references to the "System," ", and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." ". Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.

Final Acceptance. Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of a mutually-agreed-upon the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in Paragraph subsection (gb) (“Cure”) above shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.