Res 2013-119/Approving an agreement between the City and Dewberry Architects, Inc. for the SM Public Library

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9.15 All services provided pursuant to this Agreement are for the exclusive use and benefit of the City and the Agreement will not give rise to any rights in third parties. 9.16 If applicable, the Architect will pay all license fees, royalties and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed Project. 9.17 It is expressly agreed that the Architect is an independent contractor and not an employee, agent partner or joint venturer with the City. The Architect 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 Architect 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 Architect, 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 Architect will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 10.2 The Architect 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 Architect 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 Architect 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 Architect's proposal response and the public record of the City Council's approval of this agreement as applicable. The Architect'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 Architect. The San Marcos City Council must approve any such authorization of change in services or amendment the compensation for which exceeds $50,000.00. 11.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference Dewberry Architects Agreement Final 12