Res 2014-085/Agreement with Broaddus & Assoc. for feasibility study for public safety facilities

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(k) The City and the Consultant, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to the Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of the Agreement. The City and the Consultant may not assign, sublet or transfer any of their rights or delegate or subcontract any of their duties under or interest in the Agreement in whole or in part, without the written consent of the other. Any work or services subcontracted under the Agreement will be specified by separate written agreement and will be subject to each provision of the Agreement. The Consultant will notify the City, in writing, of any change in its partnership /ownership within 30 calendar days of such change. (1) The Consultant, will complete the work in accordance with the schedule negotiated with the City and the Consultant, has taken into consideration and made allowance for all hindrances and delays incident to such work, whether growing out of delays in securing material, workers, weather or otherwise. No charge will be made by the Consultant for any hindrance or delay from any cause whatever during the progress of any portion of its work contemplated by the specifications, but the City may grant an extension of time for the completion of the work, provided it has satisfied that such delays or hindrances were due to extraordinary causes or to the acts of omission or commission by the City. It is agreed that the granting of such extensions of time will in no instance exceed the time actually lost by Consultant for reason of such causes, provided that the Consultant will give the City immediate notice in writing of the cause of the detention or delay. Any such extension of time will be provided utilizing the City's Authorization of Change in Services form included as Attachment C. (m) The Agreement including any appendices and referenced attachments or exhibits represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements either written or oral. In the event of a dispute between the parties regarding the intent of the Agreement, both parties agree that the Agreement will be construed in a manner consistent with the City's Request for Proposals, the Consultant's Proposal Response, and the public record of the City Council's approval of the Agreement as applicable. The Agreement may be amended only by written instrument, which must be signed by both the City and the Consultant. The San Marcos City Council must approve any such authorization of change in services or amendment if it results in a change, the compensation for which exceeds $50,000.00. (n) Any exhibits and/or attachments attached to the Agreement are incorporated by reference into the Agreement as though included verbatim herein. In the event of any conflict between these Terms and Conditions and the provisions of any exhibit or attachment to the Agreement, these Terms and Conditions will govern and control. (o) The Consultant's attention is called to the fact that pursuant to San Marcos Ordinance No. 2013 -57, as amended, all City of San Marcos owned and rented/leased properties are smoke free properties. All Consultants, their subconsultants and employees are prohibited from smoking while on City property. This prohibition includes the enclosed areas of public places and workplaces and within 10 feet of doors and windows of City -owned or rented buildings, all City parks and the grounds outside of any City building. This prohibition includes e- cigarettes and other inhaled vapor devices. The City may terminate this Agreement for noncompliance with this ordinance. CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TExAs 78666.512.393.8150 • FACSIMILE 512.393.3983 SANMARCOSTX.GOV 14