Res 2016-163/approving the procurement of NeoGov Applicant Tracking Software System licenses, support and maintenance from SHI Government Solutions through and in accordance with the State of Texas Department of Information Resources Contract #DIR-SDD-25

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employment practices which have the purpose or respect to all covenants of this Agreement. The City effect of discriminating against employees because of and the Contractor may not assign, sublet or transfer race, color, sex, religion, national origin, age, any of their rights, or delegate or subcontract any of disability or ancestry. A breach of this covenant may their duties under or interest in this Agreement, in be regarded as a default of the Contractor of the whole or in part, without the written consent of the Agreement. other. Any work or services subcontracted under this Agreement will be specified by separate written (0 All references in this Agreement to any particular agreement and will be subject to each provision of gender are for convenience only and will be this Agreement. The Contractor will notify the City, construed and interpreted to be of the appropriate in writing, of any change in its partnership/ownership gender. The term "will" is mandatory in this within 30 calendar days of such change. Agreement. (1) The Contractor will perform all services as is (g) Should any provision in this Agreement be found prudent considering the ordinary professional skill or deemed to be invalid, this Agreement will be and care of a competent contractor and in all cases in construed as not containing the provision and all accordance with the schedule negotiated with the other provisions which are otherwise lawful will City. The Contractor, has taken into consideration remain in full force and effect, and to this end the and made allowance for all hindrances and delays provisions of the Agreement are declared to be incident to such work,whether growing out of delays severable. Paragraph and Section headings included in securing material, workers, weather or otherwise. in the Agreement are for convenience only and are No charge will be made by the Contractor for any not intended to define or limit the scope of any hindrance or delay from any cause whatever during provisions of the Agreement. the progress of any portion of its work contemplated by the specifications, but the City may grant an (h) All services provided pursuant to this Agreement extension of time for the completion of the work, are for the exclusive use and benefit of the City and provided it has satisfied that such delays or the Agreement will not give rise to any rights in third hindrances were due to extraordinary causes or to the parties. acts of omission or commission by the City. It is agreed that the granting of such extensions of time (i) The City of San Marcos is governed by the Texas will in no instance exceed the time actually lost by Public Information Act (the "Act"), Chapter 552 of Contractor for reason of such causes, provided that the Texas Government Code. This Agreement and all the Contractor will give the City immediate notice in written information generated under this Agreement writing of the cause of the detention or delay. Any may be subject to release under the Act. The such extension of time will be provided utilizing the Contractor will not make any reports, information, City's Authorization of Change in Services form data, etc. generated under the Agreement available to included as Attachment C. any individual or organization without the written approval of the City. (m) The Agreement including any appendices, and referenced attachments or exhibits represents the (j) In the event that the performance by either the entire and integrated Agreement between the City and City or the Contractor of any of its obligations under the Contractor and supersedes all prior negotiations, the Agreement is interrupted or delayed by events representations or agreements either written or oral. outside of their control such as acts of God, war,riot In the event of a dispute between the parties regarding or civil commotion, then the party is excused from the intent of this Agreement, both parties agree that such performance for the period of time reasonably the Agreement will be construed in a manner necessary to remedy the effects of such events. consistent with the City's Request for Proposals, the Contractor's Proposal Response, and the public (k) The City and the Contractor, respectively, bind record of the City Council's approval of the themselves, their partners, successors, assigns and Agreement as applicable. The Agreement may be legal representatives to the other party to this amended only by written instrument which must be Agreement and to the partners, successors, assigns signed by both the City and the Contractor. The San and legal representatives of such other party with Marcos City Council must approve any such Ts&Cs High Tech Procurement 2015 6