Res 2016-011/approving a professional services agreement with Lockwood, Andrews & Newnam, Inc. for the provision of engineering services in connection with the Coers Drive Improvements Project in the not-to-exceed amount of $149,875.00

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ARTICLE 9 SUCCESSORS AND ASSIGNS A. The City and the Engineer, 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 Engineer will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. B. The Engineer will notify the City, in writing, of any change in its partnership /ownership within thirty (30) calendar days of such change. ARTICLE 10 EXTENT OF AGREEMENT A. This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Engineer 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 Engineer 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 Engineer'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 Engineer. 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 (Attachment. B. Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. C. 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 11 NOTICES Notices required under this Agreement will be provided by the parties to one another and will be deemed received when sent by certified mail, return receipt requested, or by confirmed facsimile transmission, to the following addresses: To the City: City Manager City of San Marcos 10 To the Engineer: Travis Michel, P.E. Lockwood, Andrews & Newnam, Inc.