Res 2012-062 - Laserfiche WebLink

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within a reasonable time after a change in partnership /ownership, but not later than 30 calendar days from the date of such change. ARTICLE 12 EXTENT OF AGREEMENT 12.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Contractor 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 Contractor regarding the intent of this Agreement, both parties agree that they will construe this Agreement in a manner consistent with the City's Request for Proposals, the Contractor's proposal response and the public record of the City Council's approval of this agreement as applicable. The Contractor'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, which must be signed by both the City and the Contractor. The San Marcos City Council must approve any such ACIS or amendment if the compensation for which exceeds $50,000.00. 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 12.3 This Agreement includes the provisions of the City's RFP #212 -006, the Vendor's response to the RFP, the Contractor's Quote 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) The Contractor's Quote (Attachment C); C) The City's RFP #212 -006 d) The Contractor's Response to RFP # 212 -006 e) Warranty Documentation (Attachment A); f) Other attachments to this Agreement; and g) Exhibits, which are part of attachments to this Agreement or incorporated by reference into this Agreement. ARTICLE 13 NOTICES 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: Outdoor Siren Warning System Agreement 6/2012 21