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<br />certificate or certificates in a form satisfactory to the City, showing
<br />that Contractor has complied with this paragraph. All certificates
<br />will provide that the policy will not be canceled until at least 30
<br />days written notice has been given to the City, and will name the
<br />City as an additional insured on all coverages except workers'
<br />compensation and professional liability. The kinds and amounts of
<br />insurance required are as follows:
<br />
<br />Workers' Compensation Insurance: In accordance with the
<br />provisions of the Workers' Compensation Act of the State of
<br />Texas.
<br />
<br />Liabilitv Insurance: (1) Commercial general liability insurance
<br />with a combined single limit of$500,000 for each occurrence and
<br />$500,000 in the aggregate, (2) Motor Vehicle liability insurance in
<br />an amount not less than $250,000 for injuries to anyone person,
<br />$500,000 on account of anyone accident and in an amount of not
<br />less than $250,000 for property damage.
<br />
<br />( c ) The stated limits of insurance required by this Paragraph are
<br />minimum only--they do not limit the Contractor's indemnity
<br />obligation, and it will be the Contractor's responsibility to
<br />determine what limits are adequate. These limits may be met by
<br />basic policy limits or any combination of basic limits and umbrella
<br />limits. The City's acceptance of certificates of insurance that do
<br />not comply with these requirements in any respect does not release
<br />the Contractor from compliance with these requirements.
<br />
<br />7. No Waiver of Immunity
<br />
<br />The City's execution of and performance under this Agreement
<br />will not act as a waiver by the City of any immunity from suit or
<br />liability to which it is entitled under Texas law. The parties
<br />acknowledge that the City, in executing and performing this
<br />Agreement, is a governmental entity acting in a governmental
<br />capacity.
<br />
<br />8. Miscellaneous Provisions
<br />
<br />( a) This Agreement is governed by the law of the State of Texas.
<br />Exclusive venue for any dispute arising under this Agreement is in
<br />Hays County, Texas.
<br />
<br />(b) As to all acts or failures to act by either party to this
<br />Agreement, any applicable statute of limitations will commence to
<br />run and any alleged cause of action will be deemed to have accrued
<br />when the party commencing the cause of action knew or should
<br />have known of the existence of the subject act or failure to act.
<br />
<br />(c) The Contractor agrees not to use funds received by it under the
<br />terms of this Agreement for any partisan political activity or to
<br />further the election or defeat of any candidate for public office.
<br />
<br />(d) The Contractor hereby affirms that Contractor and
<br />Contractor's firm have not made or agreed to make any valuable
<br />gift whether in the form of service, loan, thing, or promise to any
<br />person or any of hislher immediate family, having the duty to
<br />recommend, the right to vote upon, or any other direct influence on
<br />the selection of contractors to provide professional services to the
<br />City within the two years preceding the execution of this
<br />Agreement. A campaign contribution, as defined by the Texas
<br />
<br />Election Code or the San Marcos City Code will not be considered as a
<br />valuable gift for the purposes of this Agreement.
<br />
<br />( e ) In performing the services required under this Agreement, the
<br />Contractor will not discriminate against any person on the basis of race,
<br />color, religion, sex, national origin, age or disability.
<br />
<br />(f) All references in this Agreement to any particular gender are for
<br />convenience only and will be construed and interpreted to be of the
<br />appropriate gender. The term "will" is mandatory in this Agreement.
<br />
<br />(g) Should any provision in this Agreement be found or deemed to be
<br />invalid, this Agreement will be construed as not containing the
<br />provision, and all other provisions which are otherwise lawful will
<br />remain in full force and effect, and to this end the provisions of this
<br />Agreement are declared to be severable.
<br />
<br />(h) All services provided pursuant to this Agreement are for the
<br />exclusive use and benefit of the City.
<br />
<br />(i) The City of San Marcos is governed by the Texas Public
<br />Information Act (the "Act"), Chapter 552 of the Texas Government
<br />Code. This Agreement and all written information generated under this
<br />agreement may be subj ect to release under the Act. The Contractor
<br />shall not make any reports, information, data, etc. generated under this
<br />Agreement available to any individual or organization without the
<br />written approval of the City.
<br />
<br />(j) The City and the Contractor, respectively, bind themselves, their
<br />partners, successors, assigns and legal representatives to the other party
<br />to this Agreement and to the partners, successors, assigns and legal
<br />representatives of such other party with respect to all covenants of this
<br />Agreement. The City and the Contractor may not assign, sublet or
<br />transfer any interest in this Agreement without the written consent of the
<br />other.
<br />
<br />(k) This Agreement represents the entire and integrated Agreement
<br />between the City and the Contractor and supersedes all prior
<br />negotiations, representations or agreements either written or oral.
<br />
<br />(I) The City may, from time to time, request changes in the scope of
<br />services to be performed under the Agreement, Each material change
<br />(deletion or addition) in the services to be provided by Contractor must
<br />be authorized by the City on the Authorization of Change in Services
<br />form attached to the Agreement. Compensation for additional services
<br />will be in addition to that specified for Basic Services in accordance
<br />with this Agreement. The approval of the City's governing body is
<br />necessary for all additional services the compensation for which exceeds
<br />$25,000.00. Except as to a change in the scope of services, the
<br />compensation for which does not exceed $25,000.00, this Agreement
<br />may be amended only by written instrument approved by the City's
<br />governing body and signed by both the City and the Contractor.
<br />
<br />(m) Any exhibits andlor attachments attached to this Agreement are
<br />incorporated by reference into this Agreement as though included
<br />verbatim herein.
<br />
<br />(n) In the event of any conflict between these Terms and Conditions
<br />and the provisions of any exhibit or attachment to this Agreement, the
<br />terms of the Agreement will govern and control.
<br />
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