J.P. MORGAN CHASE BANK-2016 - Laserfiche WebLink

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