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vendor will bill the Party placing the order for goods and services directly and that Party will be <br /> responsible for the respective vendor's compliance with provisions relating to the quality of items <br /> and terms of delivery. <br /> 4.4 Distribution of Bids/Costs: The representatives for both Parties will fairly distribute the <br /> bids, requests for proposals and qualifications and other purchases to be made and the cost of <br /> advertising will be borne equally by each Party. <br /> 4.5 Administrative Duties: The representatives for both Parties will agree on who is <br /> responsible for all administrative duties as may be necessary to lawfully facilitate processing and <br /> preparation of any bids, proposals and request for qualifications and other procurement activity as <br /> may be required for the purchase of any equipment,supplies, services, insurance, high technology, <br /> professional services and other expenditures that may be exempt from competitive <br /> bidding/proposals. The Parties will share equally any and all cash rebates related to any joint <br /> purchases pursuant to this Agreement. <br /> 4.6 Authorized Representatives: The Purchasing Manager of the City of San Marcos and the <br /> Purchasing Manager of the City of New Braunfels are hereby authorized to act on behalf of the <br /> respective Party in all matters relating to this cooperative purchasing program. <br /> ARTICLE V <br /> HOLD HARMLESS/IMMUNITY/INSURANCE <br /> 5.1 City of San Marcos and City of New Braunfels agree that both Cities, each through their <br /> public officials, employees, and agents, shall each be responsible for their own negligent acts or <br /> omissions or other tortious conduct in the course of performance of this Agreement, without <br /> waiving any sovereign or governmental immunity available to either City under Texas law. <br /> 5.2 It is expressly understood and agreed that, in the execution of this Agreement, no Party <br /> waives, nor will be deemed hereby to have waived, any immunity or defense that would otherwise <br /> be available to it against claims arising in the exercise of governmental powers and functions. By <br /> entering into this Agreement, the Parties do not create any obligations, express or implied, other <br /> than those set forth herein, and this Agreement will not create any rights in third Parties not <br /> signatories hereto. <br /> ARTICLE VI MISCELLANEOUS <br /> 6.1 Relationship of Parties: This Agreement is not intended to create, nor should it be <br /> construed as creating, a partnership, association,joint venture or trust. <br /> 6.2 Governing Law: The validity of this Agreement and any of its terms and provisions as <br /> well as the rights and duties of the parties, will be governed by the laws of the State of Texas; and <br /> venue for any action concerning this Agreement will be in the appropriate State District Court of <br /> Hays, Texas. <br /> 6.3 Entire Agreement: This Agreement, including any appendices and attachments, recitals <br /> and exhibits represents the entire and integrated Agreement between the Parties and supersedes all <br /> Page 3 <br />