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held by others in performing the work or in the completed Project. 9.17 It is expressly agreed that the Consultant is an independent contractor and not an employee, agent partner or joint venturer with the City. The Consultant will not pledge or attempt to pledge the credit of the City. 9.18 It is the City's intent to be proactive with regard to the environment. The City encourages value purchasing of environmentally friendly products. The Consultant is encouraged to utilize green solutions in performing any services under the Agreement, as appropriate. ARTICLE 10 SUCCESSORS AND ASSIGNS 10.1 The City and the Consultant, 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 Consultant will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. 10.2 The Consultant will notify the City, in writing, of any change in its partnership /ownership within 30 calendar days of such change. 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. 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. Except as to a change in the scope of services, the compensation for which does not exceed $50,000, this Agreement may be amended only by separate written instrument approved by the City's governing body and signed by both the City and Consultant. 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 the 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 Facility Needs Assessment Agreement Final 12