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this Agreement. The City and the Consultant will not assign, sublet or transfer any interest in this <br />Agreement without the prior written consent of the other. <br />10.2 The Consultant 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 Consultant and supersedes all prior <br />proposals, negotiations, representations or agreements either written or oral between the parties. <br />In the event of a dispute between the City and Consultant regarding the intent of this Agreement, <br />both parties agree that they will construe this Agreement in a manner consistent with the City's <br />Request for Proposals, the Consultant's proposal response and the public record of the City <br />Council's approval of this agreement as applicable. The Consultant'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. This Agreement may be amended only by separate written instrument, <br />which must be signed by both the City and the Consultant. The San Marcos City Council must <br />approve any such authorization of change in services or amendment if the compensation for <br />which exceeds $50,000.00. <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 Citv: <br />James R. Nuse, P.E., City Manager <br />City of San Marcos <br />630 E. Hopkins <br />San Marcos, Texas 78666 <br />Fax: 512.396.4656 <br />To the Consultant: <br />Jim Pierce, Right of Way Manager <br />Lockwood, Andrews & Newnam, Inc. <br />400 W. Hopkins St., Suite 203 <br />San Marcos, Texas 78666 <br />Fax: 512.396.4064 <br />LAN -North LBJ — Sessom to Holland and 12" Waterline Project Final <br />12 <br />