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ARTICLE 11 SUCCESSORS AND ASSIGNS 11.1 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. 11.2 The Consultant will notify the City, in writing, of any change in its partnership /ownership within 30 calendar days of such change. ARTICLE 12 EXTENT OF AGREEMENT 12.1 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 City's governing body must approve any such authorization of change in services or amendment the compensation for which exceeds $50 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 12.3 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 13 OTHER DUTIES AS SET FORTH IN THE CONSTRUCTION DOCUMENTS 13.1 Consultant will have such other duties and responsibilities and limitations of authority as agreed to by Consultant in writing and as are set forth in the construction contract documents for the Project. However in the event of conflict, dispute, or discrepancy between the provisions of this Agreement and the construction contract documents, the more restrictive and/or burdensome with respect to the Consultant's role and responsibility will govern and control. Luck Design — Gary Sports Complex Improvements — Phase I Project Agreement 21