Res 2009-109 - Laserfiche WebLink

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agent partner or joint venturer with the City. The Engineer will not pledge or attempt to pledge the credit of the City. ARTICLE 11 SUCCESSORS AND ASSIGNS 11.1 The City and the Engineer, 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 Engineer will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 11.2 The Engineer will notify the City, in writing, of any change in its partnership/ownership within 30 calendar days of such change. ARTICLE 12 EXTENT OF AGREEMENT 12.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Engineer 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 Engineer regarding the intent of this Agreement, both parties agree that this Agreement will be construed in a manner consistent with the City's Request for Proposals, the Engineer's proposal response and the public record of the City Council's approval of this agreement as applicable. The Engineer's expenses for travel, office, production and other expenses associated directly or indirectly with this Agreement are included as part of the total fee. Except as to a change in the scope of services, the compensation for which does not exceed $50,000, this Agreement may be amended only by separate written instrument approved by the City's governing body and signed by both the City and Engineer. 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 12.3 In the event of any conflict between the Agreement and the provisions of any exhibit or attachment to this Agreement, this Agreement will govern and control. ARTICLE 13 OTHER DUTIES AS SET FORTH IN THE CONSTRUCTION DOCUMENTS 13.1 Engineer will have such other duties and responsibilities and limitations of authority as agreed to by Engineer in writing and as are set forth in the construction contract documents for the Project, if applicable. However in the event of conflict, dispute, or discrepancy between the provisions of this Agreement and the construction contract documents, the more restrictive and/or burdensome with respect to the Engineer's role and responsibility will govern and control. M&S Agreement 2009 18