Res 2008-039 - Laserfiche WebLink

Home Browse Search

the right to choose among the remedies for the default or breach available to the City. These remedies may be used in conjunction with one another or separately, and together with any other statutory or common law remedies available to the City. Any failure by the City to enforce this Agreement with respect to one or more defaults by the Contractor will not waive the City's ability to enforce the Agreement after that time. ARTICLE 9 SUCCESSORS AND ASSIGNS 9.1 The City and the Contractor, 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 Contractor will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 9.2 The Consultant will notify the City, in writing, of any change in its partnership/ownership within 30 calendar days of such change. ARTICLE 10 EXTENT OF AGREEMENT 10.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Contractor 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 Consultant 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 Consultant's proposal response and the public record of the City Council's approval of this agreement as applicable. 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 Contractor. 10.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 10.3 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 11 NOTICES 11.1 Notices required under this Agreement will be provided by the parties to one another by certified mail, return receipt requested, or by confirmed facsimile transmission, to the following addresses: ~i~~ar~~~ ;- 9