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9.22 This Agreement shall be executed and delivered in two or more counterparts, each of which <br />so executed and delivered shall be deemed to be an original, and all shall constitute but one and <br />the same instrument. <br />9.23 It is understood that the Engineer may be dealing with confidential information and/or <br />documents which are the City's property, used in the course of its business. The Engineer agrees, <br />during term of this agreement and at all times thereafter, not to disclose to anyone, directly or <br />indirectly, any of such confidential information and/or documents, or use them other than in the <br />course of work under the Engineering Services Contract without the City's written consent. <br />ARTICLE 10 <br />SUCCESSORS AND ASSIGNS <br />10.1 The City and the Engineer, respectively, bind themselves, their partners, successors, <br />assigns and legal representatives to the other party to this Agreement and to the partners, <br />successors, assigns and legal representatives of such other party with respect to all covenants of <br />this Agreement. The City and the Engineer shall not assign, sublet or transfer any interest in this <br />Agreement without the prior written consent of the other. <br />10.2 The Engineer shall notify the City, in writing, of any change in its partnership /ownership <br />within 30 calendar days of such change. <br />ARTICLE 11 <br />EXTENT OF AGREEMENT <br />11.1 This Agreement, including appendices and referenced attachments represents the entire <br />and integrated Agreement between the City and the Engineer and supersedes all prior proposals, <br />negotiations, representations or agreements either written or oral between the parties. In the event <br />of a dispute between the City and Engineer regarding the intent of this Agreement, both parties <br />agree that they will construe this Agreement in a manner consistent with the City's Request for <br />Proposals, the Engineer's proposal response and the public record of the City Council's approval <br />of this agreement, as applicable. The Engineer's expenses for travel, office, production and other <br />expenses associated directly or indirectly with this Agreement are included as part of the total fee. <br />This Agreement may be amended only by written instrument, which must be signed by both the <br />City and the Engineer. The San Marcos City Council must approve any such authorization of <br />change in services or amendment if the compensation for which exceeds $50,000.00. <br />11.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference <br />into this Agreement as though included verbatim herein. <br />11.3 In the event of any conflict between this Agreement and the provisions of any exhibit or <br />attachment to this Agreement, this Agreement shall govern and control. <br />Master Electrical Engineering Services Agicement— Schneider 2015 <br />13 <br />