Laserfiche WebLink
(collectively, with the Agreement in Chief, "Contract Documents ") constitutes the entire agreement <br />between the parties hereto and supersedes any prior understandings or written or oral agreements <br />between the parties respecting the subject matter contained herein. In addition to the Agreement <br />in Chief, the Contract Documents are comprised of: <br />• The RFP <br />• The Proposal <br />In the event of any inconsistencies between the Contract Documents, the order of precedence shall <br />be as described in Section 3 -26 subsection (f), below. Said Agreement shall not be amended, <br />altered, or changed, except by a written amendment signed by both parties. <br />3 -22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request <br />optional services of BANKING SERVICES PROVIDER at mutually agreed upon scope and fees. <br />Change Order <br />No extra work may be undertaken unless a written "Change Order" is first given by the Contract <br />Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and /or <br />the time to perform this Agreement, which said adjustments are subject to the written <br />approval of the CONSULTANT. <br />3 -23. Invalidity: If any one or more of the provisions contained in this Agreement shall for any <br />reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, <br />or unenforceability shall not affect any other provision thereof, and this Agreement shall be <br />construed as if such invalid, illegal, or unenforceable provision had never been contained herein. <br />3 -24. Implementation: Implementation of services should begin as soon as possible from the <br />effective date for the performance of services under the terms of this Agreement. <br />3 -25. Counterpart Signature and Delivery: This Agreement may be signed in separate <br />counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed <br />an original and all counterparts are deemed on and the same instrument and legally binding on the <br />parties. <br />3 -26. Miscellaneous Provisions: <br />a. BANKING SERVICES PROVIDER shall perform all services with the necessary knowledge <br />and skills required to perform the tasks. BANKING SERVICES PROVIDER or personnel of <br />BANKING SERVICES PROVIDER engaged in the performance of such services shall not <br />represent themselves to be, nor shall they be deemed to be, employees of CITY for any <br />purpose whatsoever. <br />b. CITY agrees that its employees will cooperate with and assist representatives of BANKING <br />SERVICES PROVIDER in every reasonable way to enable BANKING SERVICES <br />PROVIDER to secure all information and data required to perform the services herein <br />provided for. BANKING SERVICES PROVIDER shall have no liability for defects in the <br />services attributable to BANKING SERVICES PROVIDER' reliance upon or use of data, <br />design criteria, drawings, specifications, or other information furnished by CITY or third <br />parties retained by CITY. <br />c. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement. <br />BANKING SERVICES PROVIDERS shall, subject to the limitations set forth in Section 3 -8, <br />indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to CITY in the event that such authority or power is not, in fact, held by the <br />559 -17 <br />