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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 Vendor and supersedes all prior proposals, <br />negotiations, representations or agreements either written or oral between the parties. In the <br />event of a dispute between the City and the Vendor regarding the intent of this Agreement, both <br />parties agree that this Agreement will be construed in a manner consistent with the City's <br />Request for Proposal as issued, the Vendor's proposal response and the public record of the City <br />Council's approval of this agreement as applicable. The Vendor's expenses for travel, office and <br />other expenses associated directly or indirectly with this Agreement are included as part of the <br />total fee. Except as to a change in the scope of services, the compensation for which does not <br />exceed $50,000, this Agreement may be amended only by separate written instrument approved <br />by the City's governing body and signed by both the City and Vendor. <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 the Agreement and the provisions of any exhibit or <br />attachment to this Agreement, this Agreement will govern and control. <br />ARTICLE 12 <br />NOTICES <br />12.1 Notices required under this Agreement will be provided by the parties to one another by <br />certified mail, return receipt requested, or by confirmed facsimile transmission, to the following <br />addresses: <br />To the City: <br />City Manager <br />City of San Marcos <br />630 E. Hopkins <br />San Marcos, Texas 78666 <br />Fax: 512-396-4656 <br />To the Vendor: <br />Sr. Manager Proposals & Contracts <br />Eka Systems, Inc <br />20201 Century Blvd., Suite 250 <br />Germantown, MD 20874 <br />Fax: 301-465-4965 <br />ARTICLE 13 <br />BASIS OF COMPENSATION <br />13.1 The City will compensate the Vendor, in accordance with Article 4.3, Payments to the <br />Vendor, and other terms and conditions of this Agreement. <br />13.2 Vendor understands that it will not bill for those items identified under Article 4 unless <br />and until the success criteria established in Sections 1.3.9 and 1.3.10 are met by the Vendor to <br />the City's satisfaction. <br />Advanced Metering Infrastructure Agreement Page 23 <br />