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ARTICLE 10 SUCCESSORS AND ASSIGNS 10.1 The City and the Vendor, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The City and the Vendor will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other and in event of any such assignment both the City and the Vendor will remain liable for their respective duties. 10.2 The Vendor will notify the City, in writing, of any change in its partnership/ownership within a reasonable time after a change in partnership/ownership, but not later than 90 calendar days from the date of such change. ARTICLE 11 EXTENT OF AGREEMENT 11.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Vendor 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 Vendor regarding the intent of this Agreement, both parties agree that this Agreement will be construed in a manner consistent with the City's RFP for this Master Agreement and/or subsequent Schedule A, the Vendor's proposal response and the public record of the City Council's approval of this Agreement as applicable. The Vendor'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 and must be signed by both the City and the Vendor. Any such authorization of change in services or amendment must be approved by the City's governing body unless the compensation for which does not exceed $50,000.00. 11.2 Any exhibits and attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 11.3 This Agreement includes by reference, the provisions of RFP 208-090, the Vendor's response to RFP 208-090, the Schedule A 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) RFP 208-090 only with regard to software hardware and maintenance and pertinent addenda; c) The Vendor's Response to RFP 208-090; d) Attachments to this Agreement; and Black Box Telephone Hardware and Software Master Purchase and Maintenance Agreement 16