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and the Consultant and supersedes all prior negotiations, representations or agreements either written or oral. 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 approved by the City's governing body and signed by both the City and Consultant. 10,2 Any alterations, additions, or deletions to the terms of this Agreement which are required by changes in Federal Law or Regulations are automatically incorporated into this Agreement without written amendment hereto, and will become effective on the date designated by such law or regulation, provided if the Consultant may not legally comply with such change, Consultant may terminate its services as authorized in Article 7 of this Ag reement. 10,3 The Solid Waste Interlocal Agreement between the City and CAPCO, and any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 10,4 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 11 BASIS OF COMPENSATION 11,1 The City will compensate the Consultant, in accordance with Article 3, Payments to the Consultant, and the other terms and conditions of this Agreement, as follows: 11.2 The total fee to be paid to Consultant for Basic Services as described in Sections 1.1 through 1.9 will be $45,878.50. This compensation is divided as follows: 25% Upon Start-up $11,469,63 50% Upon completion of Tasks 1-6 $22,939.25 25% Upon completion of Tasks 7-8 $11.469,63 Total Fee $45,878.50 This Agreement will be effective as of the day and year executed by the City. City of San Marcos Consultant: 'to_. ~~ D~J~ Larry. Gillt, City Mager 11