Res 2011-049 - Laserfiche WebLink

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18. Successors and Assigns; Assignment (a) ITT and Lessor, 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. ITT may not assign, sublet or transfer any interest in this Agreement without the written consent of the Lessor. Notwithstanding the foregoing, the parties acknowledges that Lessee "ITT Information Systems" is a division of ITT Corporation and that ITT Information Systems is managed under ITT Corporation's federal government contracting business segment, ITT Defense & Information Solutions ( "ITT Defense "). On January 12, 2011, ITT Corporation announced that it will conduct a tax -free spin -off of ITT Defense, resulting in ITT Defense becoming an independent publically- traded company (whose future name is unknown at this time). After the spin -off of ITT Defense, ITT Information Systems will remain a division within the ITT Defense publically- traded company. Lessor hereby consents and agrees that this Agreement, upon notice to Lessor, can be freely assigned by Lessee to ITT Information Systems, as a division of ITT Defense, on the effective date of said spin -off. Written notice of any assignment under this paragraph shall be provided to Lessor within 30 days of any such assignment. 19. MISCELLANEOUS PROVISIONS (a) ITT hereby affirms that ITT and ITT's firm have not made or agreed to make any valuable gift whether in the form of service, loan, thing, or promise to any person or any of his/her immediate family, having the duty to recommend, the right to vote upon, or any other direct influence on the selection of consultants to provide consulting services to the Lessor within the two years preceding the execution of this Agreement. A campaign contribution, as defined by the Texas Election Code or the San Marcos City Code is not considered a valuable gift for the purposes of this Agreement. (b) All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term "will" is mandatory in this Agreement. (c) Should any provision in this Agreement be found or deemed invalid, the balance of the Agreement shall remain in full force and effect and, if legally possible, the parties will attempt to reform the invalid provision to best reflect the original intent of the parties. (d) In performing all services under this Agreement, ITT, its subcontractors, successors and assigns will comply with all local, state and federal laws. (e) The City's execution of and performance under this Agreement will not act as a waiver by the City of any immunity from suit or liability to which it is entitled under applicable law. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 0