Res 2011-072 - Laserfiche WebLink

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9.19 It is the City's intent to be proactive with regard to the environment. The City encourages "value purchasing" of environmentally friendly products. The Vendor is encouraged to utilize green solutions in performing any services under the Agreement, as appropriate 9.20 The Vendor will agree to offer the prices and terms and conditions included in this Agreement to other state, local, county, education, and municipal government agencies in the United States who wish to participate in a cooperative purchase program with Vendor. 9.21 It is understood and agreed that if any interpretation is to be made of this Agreement, the same will not be construed for or against any of the Parties. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement will be construed simply, according to its fair meaning, and not strictly for or against any Party. 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 30 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 Agreement, 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 separate written instrument, which must be signed by both the City and the Vendor. The San Marcos City Council must approve any 14 Web Redesign and Content Management System