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this Agreement. The City and the Engineer will not assign, sublet or transfer any interest in this <br /> Agreement without the prior written consent of the other. <br /> 11.2 The Engineer will notify the City, in writing, of any change in its partnership/ownership <br /> within 30 calendar days of such change. <br /> ARTICLE 12 <br /> EXTENT OF AGREEMENT <br /> 12.1 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 /> 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference <br /> into this Agreement as though included verbatim herein. <br /> 12.3 In the event of any conflict between this Agreement and the provisions of any exhibit or <br /> attachment to this Agreement,this Agreement will govern and control. <br />