Res 2011-057 - Laserfiche WebLink

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employee, agent partner or joint venturer with the City. The Consultant 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 Consultant is encouraged to utilize green solutions in performing any services under the Agreement, as appropriate. ARTICLE 10 SUCCESSORS AND ASSIGNS 10.1 The City and the Consultant, 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 Consultant will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 10.2 The Consultant 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 Consultant 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 they will construe this Agreement 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. The Consultant'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 signed by both the City and the Consultant. The San Marcos City Council must approve any such authorization of change in services or amendment if 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. 11.3 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 12 NOTICES 12.1 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 HDR- Victory Gardens Acquisition —North Phase 4/25/11 11