Res 2014-005/Approving a telephone hardware and software master purchase and maintenance agreement w/Norstan Communications dba Black Box Network services

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both the City and the Vendor will remain liable for their respective duties. 10.2 The Vendor will notify the City, in writing, of any change in its partnership /ownership within a reasonable time after a change in partnership /ownership, but not later than 90 calendar days from the date of such change. ARTICLE 11 EXTENT OF AGREEMENT 11.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Vendor and supersedes all prior proposals, negotiations, representations or agreements either written or oral between the parties. In the event of a dispute between the City and Vendor regarding the intent of this Agreement, both parties agree that this Agreement will be construed in a manner consistent with the City's RFP for this Master Agreement and /or subsequent Schedule A, the Vendor's proposal response and the public record of the City Council's approval of this Agreement as applicable. The Vendor's expenses for travel, office, production and other expenses associated directly or indirectly with this Agreement are included as part of the total fee. This Agreement may be amended only by written instrument and must be signed by both the City and the Vendor. Any such authorization of change in services or amendment must be approved by the City's governing body unless the compensation for which does not exceed $50,000.00. 11.2 Any exhibits and attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 11.3 This Agreement includes by reference, the provisions of RFP 213 -134, the Vendor's response to RFP 213 -134, the Schedule A and any other exhibit or attachment to this Agreement. In the case of any conflict among the provisions of this Agreement, the following descending order of precedence will be observed: a) This Agreement; b) RFP 213 -134 only with regard to software hardware and maintenance and pertinent addenda; c) The Vendor's Response to RFP 213 -134; d) Attachments to this Agreement; and e) Exhibits which are part of attachments to this Agreement. ARTICLE 12 NOTICES 12.1 Notices required under this Agreement will be provided by the parties to one another by certified mail, return receipt requested, or by confirmed facsimile transmission, to the following addresses: Black Box Telephone Hardware and Software Master Purchase and Maintenance Agreement 2013 20