Reso 2023-3491 - Laserfiche WebLink

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15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 16. Payment Documents. The City agrees to provide to Chase the required forms and information necessary to make payments under this Agreement, including but not limited to a W-9 form issued by the Internal Revenue Service and a Landlord Contact Information Form. 17. Broker. Chase and the City each represent to the other that it has not dealt with a real estate broker in connection with this Agreement. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Agreement, the Parties hereto may execute and exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. 19. Authority; Consent. Each of the Parties hereto represents and warrants to the other that the person executing this Agreement on behalf of such party has the full right, power and authority to enter into and execute this Agreement on such party's behalf. Chase and the City represent and warrant to other that there are no parties whose consent is required to this Agreement, and each party shall indemnify, defend and hold the other harmless from any damages or liability, including reasonable attorneys' fees and court costs, incurred as a result of the other parties' failure to obtain any such required consents. 20. OFAC. Chase and the City each represents and warrants to the other that neither it, nor any of its affiliates or agent(s) acting on behalf of it with respect to this Agreement (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order"); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation,or orders are collectively called the "Orders"); (iii) is engaged in activities prohibited in the Orders; or (iv) has been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering. 21. Code of Conduct. The City and Chase each respectively agree that (i) it does not support bribery and corruption, and (ii) it will comply with laws regarding bribery and corruption as such laws may apply to the conduct of its business. [SIGNATURE PAGE TO FOLLOW] Page 4 of 6