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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 Contractor 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 Contractor 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 Contractor's proposal response and the public record of the City Council's approval of this agreement as applicable. The Contractor'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 Contractor. The San Marcos City Council must approve any such ACIS or amendment if the compensation for which exceeds $50,000.00. 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 This Agreement includes by reference, the provisions of the City's RFP, the Vendor's response to the RFP, the Cost Proposal and any other exhibit or attachment to this Agreement. In the case of any conflict among the provisions of this Agreement, the following descending order of precedence will be observed: a) This Agreement; b) Attachment A (the City's RFP); C) Attachments B and C (contractor's Response and Cost Proposal); d) Other attachments to this Agreement; and e) Exhibits, which are part of attachments to this Agreement or incorporated by reference into this Agreement, including: (i) The CenturyTel of San Marcos, Inc. Local and General Exchange Tariffs on file with the Texas public Utility Commission and (ii) CenturyTel, LLC Service and Pricing Guide and Texas Interexchange Telecommunications Tariff, each posted in the Tariff Library at the following link: httn:// www. centurvlink. com/ Pates /AboutUs /Comt )anvInformation/Reizula tory /tari ffL ibrarv. i st). ARTICLE 13 NOTICES 13.1 Notices required under this Agreement will be provided by the parties to one another by certified mail, return receipt requested, or by confirmed facsimile transmission, to the following Telecommunications Services Agreement 2011 20