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PART I <br />AGREE[~NT FOR ACQIIISITION <br />1.1 Agreement. The Contractor hereby agrees to provide all <br />software and related services and materials to implement <br />the System as set forth in the Statement of Work attached <br />hereto as Exhibit A and incorporated herein by this <br />reference (the "Statement of Work") and the Project <br />Deliverables attached hereto as Exhibit B and incorporated <br />herein by this reference (the "Project Deliverables"), all <br />upon the terms, conditions and provisions of this <br />Agreement. The City hereby agrees to purchase the software <br />and related services and materials identified in the <br />Statement of Work and the Project Deliverables, all upon <br />the terms, conditions and provisions of this Agreement. <br />1.2 System Price. The City shall pay to the Contractor the <br />total amount of Two hundred twenty-five thousand five <br />hundred dollars($225,500.00) (the "Contract Price") in <br />consideration for the services set forth in the Statement <br />of Work and the software and other materials specified in <br />the Project Deliverables, which amount is payable in <br />accordance with Part IV of this Agreement. The total <br />amount above shall be the maximum price to be paid to <br />Visiphor by the City, except as that price may be changed <br />in accordance with the Change Orders and Modifications <br />clauses hereof (5.2 and 7.13.1 respectively). <br />1.3 Form of Agreement. Incorporated in this Agreement by <br />reference are: <br />Exhibit A - Statement of Work (with attachments) <br />Exhibit B - Project Deliverables <br />Exhibit C - Project Schedule <br />Exhibit D - Milestone Payment Schedule <br />Exhibit E - Visiphor Software License Agreement <br />Exhibit F - Visiphor Master Support Agreement <br />Exhibit G - Visiphor RFP Response <br />In the event of any conflict or inconsistency among <br />documents related to this Agreement, said conflict or <br />inconsistency shall be resolved by giving precedence to <br />this Agreement, followed by the Statement of Work, followed <br />by the Contractor's RFP Response. <br />1.4 Time for Performance IInder Agreement. This Agreement shall <br />take effect on the Effective Date after it has been fully <br />Primary Agreement June 15, 2006 Page 2 <br />