Res 2009-171 - Laserfiche WebLink

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9.15 In the event of a default or breach of this Agreement by the Vendor, the City reserves 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 Consultant will not waive the City's ability to enforce the Agreement after that time. 9.16 In the event that the performance by either the City or the Vendor of any of its obligations under this Agreement is interrupted or delayed by events outside of their control such as acts of God, war, riot or civil commotion, environmental conditions at the City's premises, other contractors, labor disputes perils, other hazards or manufacturer's discontinuation of Products and/or Services then the party is excused from such performance for the period of time reasonably necessary to remedy the effects of such events. 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, which consent will not be unreasonably withheld, and in event of any such assignment both the City and the Vendor will remain liable for their respective duties. Any work or services subcontracted under this Agreement will be specified by separate written agreement and will be subject to each provision of this Agreement. 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 Project Approach Plan, 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. The City's governing body must approve any such authorization of change in services or amendment unless the compensation for which does not exceed $50,000.00. Brazos Technology, Hand Held Ticket Writer System Agreement 16