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Agreement without the prior written consent of the other. <br />10.2 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 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 Engineer 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 Engineer 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 Proposals, the Engineer's proposal response and the public record of the City <br />Council's approval of this agreement as applicable. The Engineer's expenses for travel, office, <br />production and other expenses associated directly or indirectly with this Agreement are included <br />as part of the total fee. Except as to a change in the scope of services, the compensation for <br />which does not exceed $50,000, this Agreement may be amended only by separate written <br />instrument approved by the City's governing body and signed by both the City and Engineer. <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 Engineer: <br />Mark Borenstein, P.E. <br />HDR Engineering, Inc. <br />4401 Westgate Blvd. <br />Austin, Texas 78745 <br />Fax: 512-912-5158 <br />ARTICLE 13 <br />BASIS OF COMPENSATION <br />13.1 The City will compensate the Engineer, in accordance with Article 4, Payments to the <br />HDR - Craddock Avenue Bridge Extension Alternatives <br />11