Res 2016-178/approving an agreement with Cobb, Fendley and Associates, Inc. for the provision of professional consulting services in connection with the Downtown District Distribution System Conversion study in the not-to-exceed amount of $88,357.50

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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 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.The Consultant'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 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. 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 12.1 Notices required under this Agreement will be provided by the parties to one another by certified mail, return receipt requested, or by confirmed facsimile transmission, to the following addresses: To the City: To the Consultant: City Manager Sandra Khoury, P.E., Principal/Regional Utility Manager City of San Marcos Cobb, Fendley&Associates, Inc. 630 E. Hopkins 505 Huntland Drive, Suite 100 San Marcos, Texas 78666 Austin, Texas 78752 ARTICLE 13 BASIS OF COMPENSATION 13.1 The City will compensate the Consultant, in accordance with Article 4, Payments to the Consultant, and the other terms and conditions of this Agreement, as follows: 13.2 The total of all fees and expenses (at direct cost) to be paid to the Consultant for Basic Services as described in Section 1.1 is a not to exceed fee of$88,357.50. Reimbursable expenses, include such things as expenses for reproduction of documents, auto travel mileage at the Cobb Fendley Downtown District Distribution Study 12/20/2016 11