Res 2016-042/Contract with Southwest Land Services

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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 this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this 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 this Agreement in whole or in part, without the written consent of the other. Any work or services subcontracted under this Agreement will be specified by separate written agreement and will be subject to each provision of this 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) This 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 this Agreement, both parties agree that this 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 this Agreement as applicable. This 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 this Agreement are incorporated by reference into this 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 this 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 CITY HALL•630 EAST HOPKINS•SAN MARCOS,TEXAS 78666 • 512.393.8150• FACSIMILE 855.759.2846 SANMARCOSTX.GOV 10