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functional requirements and within the intended scope of the solicitation and resulting contract. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents, providing for their own acceptance, and malting any subsequent payments. Company shall be required to include in any subordinate contract entered into with another governmental entity pursuant to this Contract, a contract clause that will hold harmless the City of Santa Ana from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Contract. Such participation by other public agencies will not impose any responsibility on the City of Santa Ana or the designated Purchasing Agent. Each such governmental agency will be billed separately, and payments will be made by warrants drawn on the appropriate funds of the governmental entity. Governmental entities are responsible for obtaining all certificates of insurance, endorsements and bonds required. The Parties agree that any other governmental entity utilizing this Contract shall not be deemed to be an agent or employee of Santa Ana for any purpose whatsoever. The Company is responsible for providing each governmental entity a copy of this Contract upon request. The City of Santa Ana makes no guarantee of usage by other users of this Contract. The Company shall be required to maintain a list of the City of Santa Ana departments and governmental entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the Customer, at the Customer's or other public agencies' request. 12.1. Entire Agreement. This Agreement, including all applicable exhibits, is the final and complete expression of the agreement between these parties regarding Customer's and its Users' use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Company has any authority to bind Company with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written mutual agreement signed by an authorized agent of both Parties. Company will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Company specifically agrees to such provision in writing and signed by an authorized agent of Company. 12.2. Merchant Identification Number. Company declares its recreation management solution to include a payment processing solution whereby Company will assume sole responsibility in maintaining and supporting the Merchant Identification Number (MID) and payment processing services for the duration of this agreement. If Company expects discontinuation or an inability to continue payment processing as part of this platform, notification must be submitted in writing to the City no less than ninety (90) days before the expected end date.