Res 2011-153 - Laserfiche WebLink

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E. Interest of Members or Delegates to Congress. No member of, or delegate to the Congress of the United States will be admitted to any share or part of this Agreement or to any benefit arising therefrom. F. Covenant Against Contingent Fees The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach of violation of this warranty, the City will have the right to annul this Agreement without liability, or at its discretion to deduct from this Agreement, the price of consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 10 SUCCESSORS AND ASSIGNS A. 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. B. The Consultant will notify the City, in writing, of any change in its partnership /ownership within thirty (30) calendar days of such change. ARTICLE 11 EXTENT OF AGREEMENT A. 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. This Agreement may be amended only by 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. The City may agree to a revised completion date /extension of time at its sole discretion, and only upon receipt of a fully executed Authorization of Change in Services form. B. Any exhibits and/or attachments attached to this Agreement are incorporated by reference 12