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<br />ARTICLE 11 <br />SUCCESSORS AND ASSIGNS <br /> <br />11.1 The City and the Auditor, respectively, bind themselves, their partners, successors, <br />assigns and legal representatives to the other party to this Agreement and to the partners, <br />successors, assigns and legal representatives of such other party with respect to all covenants of <br />this Agreement. The City and the Auditor will not assign, sublet or transfer any interest in this <br />Agreement without the written consent of the other. <br /> <br />11.2 The Auditor will notify the City in writing of any change in its partnership/ownership <br />within 30 days of such change. <br /> <br />ARTICLE 12 <br />EXTENT OF AGREEMENT <br /> <br />12.1 This Agreement represents the entire and integrated Agreement between the City and the <br />Auditor and supersedes all prior negotiations, representations or agreements either written or <br />oral. The Auditor's expenses for travel, office, production and other expenses associated directly <br />or indirectly with this Agreement are included as part of the total fee. Except as to a change in <br />the scope of services, the compensation for which does not exceed $25,000, this Agreement may <br />be amended only by separate written instrument approved by the City's governing body and <br />signed by both the City and Auditor. <br /> <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 /> <br />12.3 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 /> <br />ARTICLE 13 <br />BASIS OF COMPENSATION <br /> <br />13.1 The City will compensate the Auditor, in accordance with Article 5, Payments to the <br />Auditor, and the other terms and conditions ofthis Agreement, as follows: <br /> <br />13.3 Compensation for Basic and Additional Services of the Auditor will be computed based <br />on the Auditor's standard hourly rate of$75.00. <br /> <br />13.2 The total of all fees and expenses to be paid to Auditor for Basic Services as described in <br />Section 2.1 will not exceed $46,000.00 per year for fiscal years 2005, 2006 and 2007. If this <br />Agreement is extended in accordance with Section 8.1, then the total of all fees for fiscal year <br />2008 will not exceed $47,500.00 and for fiscal year 2009, the total of all fees will not exceed <br />$48,000.00. <br /> <br />9 <br />