Res 2012-107 - Laserfiche WebLink

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agent partner or joint venturer with the City. The Agency will not pledge or attempt to pledge the credit of the City. 9.17 It is the City's intent to be proactive with regard to the environment. The City encourages "value purchasing" of environmentally friendly products. The Agency 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 Agency, 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 Agency will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 10.2 The Agency 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 Agency 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 Agency 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 Agency's proposal response and the public record of the City Council's approval of this agreement as applicable. The Agency'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 written instrument, which must be signed by both the City and the Agency. 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 this Agreement and the provisions of any exhibit or attachment to this Agreement, this Agreement will govern and control. ARTICLE 12 NOTICES Credit Systems Intemational 2012 12