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<br />Page 8 of 13 <br />ATTY/AGR/2017.217/PARS – SECTION 115 TRUST AGREEMENT <br />REV: 09-19-17 MI <br /> <br />26. Entire Agreement. This Agreement, together with any other written document <br />referred to or contemplated by it, along with the purchase order for this Agreement and <br />its provisions, embody the entire Agreement and understanding between the parties <br />relating to the subject matter of it. In case of conflict, the terms of the Agreement <br />supersede the purchase order and any other attachment or exhibit. Neither this <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both parties. <br /> <br />27. Authority. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Consultant each represent and warrant that they have the <br />legal power, right and actual authority to bind Consultant to the terms and conditions of <br />this Agreement. <br /> <br />28. Information Furnished to Consultant. Consultant will provide the Services <br />contingent upon the City providing Consultant the information specified in the exhibit <br />attached hereto as “Exhibit C” (“Data”). It shall be the responsibility of the City to certify <br />the accuracy, content and completeness of the Data so that Consultant may rely on <br />such information without further audit. It shall further be the responsibility of the City to <br />deliver the Data to Consultant in such a manner that allows for a reasonable amount of <br />time for the Services to be performed. Unless specified in Exhibit A, Consultant shall be <br />under no duty to question Data received from the City, to compute contributions made <br />to the Plan, to determine or inquire whether contributions are adequate to meet and <br />discharge liabilities under the Plan, or to determine or inquire whether contributions <br />made to the Plan are in compliance with the Plan or applicable law. In addition, <br />Consultant shall not be liable for non performance of Services to the extent such non <br />performance is caused by or results from erroneous and/or late delivery of Data from <br />the City. In the event that the City fails to provide Data in a complete, accurate and <br />timely manner and pursuant to the specifications in Exhibit C, Consultant reserves the <br />right, notwithstanding the further provisions of this Agreement, to terminate this <br />Agreement upon no less than ninety (90) days written notice to the City. <br /> <br /> <br /> <br />[Signatures on the following page] <br />6.3.A. - Page 13