Res 2010-026 - Laserfiche WebLink

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9.16 If applicable, the Engineer will pay all license fees, royalties and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed project. 9.17 It is expressly agreed that the Engineer is an independent contractor and not an employee, agent partner or joint venturer with the City. The Engineer will not pledge or attempt to pledge the credit of the City. 9.18 It is the City's intent to be proactive with regard to the environment. The City encourages "value purchasing" of environmentally friendly products. The Engineer is encouraged to utilize green solutions in performing any services under this Agreement as appropriate. ARTICLE 10 SUCCESSORS AND ASSIGNS 10.1 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. 10.2 The Engineer will notify the City, in writing, of any change in its partnership/ownership within 30 calendar days 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 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. This Agreement may be amended only by separate written instrument, which must be approved and executed by both the City and the Engineer. The San Marcos City Council must approve any such amendment or Authorization of Change in Services, which results in a change to the Agreement the compensation for which exceeds $50,000.00. 11.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. WWWTP Site Location Assessment - CH2M Hill 13