Res 2012-148 - Laserfiche WebLink

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Agreement. Each party to this Agreement acknowledges and represents that this Agreement has been executed by its duly authorized representative. B. Entire Agreement: This Agreement, including appendices and referenced attachments represents the entire and integrated agreement between the Parties and supersedes all prior proposals, negotiations, representations, understandings and agreements either written or oral between the Parties. This Agreement may not be modified or amended except by written amendment or an authorization of change form executed by both Parties. Neither Party may assign this Agreement without the written consent of the other party except that the Parties reserve their constitutional, statutory and common law rights, privileges, immunities and defenses. C. Invalid Provisions: Should any provision in this Agreement be found or deemed invalid, this Agreement will be construed as not containing the provision and all other provisions which are otherwise lawful will remain in full force and effect, and to this end, the provisions of this Agreement are declared to be severable. D. Applicable Law: This Agreement is governed by the laws of the State of Texas. Exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. E. Interpretation: The parties acknowledge and confirm that this Agreement has been entered into pursuant to the authority granted under the Act. All terms and conditions are to be construed and interpreted consistently with the Act. F. Public Information Act: The parties understand that the City is governed by the Texas Public Information Act, Chapter 552 of the Texas Government Code. This Agreement and all written information generated under this Agreement may be subject to release under the Act. G. Termination: Either party may terminate this Agreement by giving a 30 calendar day advance written notice to the other party. However, the ARC will complete all work assigned under this Agreement or will return the remainder of the funds paid in advance for the performance of the uncompleted work. H. Funding: The City and ARC acknowledge that funds for the payment for work performed by ARC under the Agreement have been provided through the City's budget approved by City Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The City cannot guarantee the availability of funds, and enters into the Agreement only to the extent such funds are made available. The ARC acknowledges and agrees that it will have no recourse against the City for its failure to appropriate funds for the purposes of the Agreement in any fiscal year other than the year in which the Agreement was executed. The fiscal year for the City extends from October 1st of each calendar year to September 30th of the following calendar year. I. Rights in Data: Any research data collected under this Agreement will be jointly owned by the parties to this Agreement. Both parties will have complete and unlimited access to all such USGWS -ARC (MOA) 2012 5