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<br />9.12 The captions or headings in this Agreement are for convenience only and in no way <br />define, limit, or describe the scope or intent of any provisions, articles, or sections of this <br />Agreement <br /> <br />ARTICLE 10 <br />SUCCESSORS AND ASSIGNS <br /> <br />10.1 The City and 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 <br />covenants of this Agreement. The City and Auditor will not assign, sublet or transfer any <br />interest in this Agreement without the written consent of the other. <br /> <br />10.2 Auditor will notify the Gity in writing of any change in its partnership ownership within <br />30 days after such change. <br /> <br />ARTICLE 11 <br />EXTENT OF AGREEMENT <br /> <br />11.1 This Agreement represents the entire and integrated Agreement between the City <br />and Auditor and supersedes all prior negotiations, representations or agreements either <br />written or oral. Except as to a change in the scope of services, the compensation for which <br />does not exceed $15,000, 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 <br />Consultant. <br /> <br />11.2 Any exhibits andlor attachments attached to this Agreement are incorporated by <br />reference into this Agreement as though included verbatim herein. <br /> <br />11.3 In the event of any conflict between the Agreement and the provisions of any exhibit <br />or attachment to this Agreement, this Agreement will govern and control. <br /> <br />ARTICLE 12 <br />BASIS OF COMPENSATION <br /> <br />12.1 The City will compensate Auditor, in accordance with Article 6, Compensation, and <br />the other terms and conditions of this Agreement, as follows: <br /> <br />12.2 The total annual fee to be paid to Auditor for Basic Services as described in Section <br />2.1 will not exceed $44,500.00. For each subsequent year the annual fee to be paid to <br />the Auditor will not exceed $44,500.00. In addition, the City will pay the Auditor a not to <br />exceed amount of $1,500 each year for the performance of the seized asset fund audit. <br />This fee will be paid in accordance with Section 4.1.1 of this Agreement. <br /> <br />7 <br />