Res 2016-178/approving an agreement with Cobb, Fendley and Associates, Inc. for the provision of professional consulting services in connection with the Downtown District Distribution System Conversion study in the not-to-exceed amount of $88,357.50

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severable. Paragraph and Section headings included in the Agreement are for convenience only and are not intended to define or limit the scope of any provisions of the Agreement. 9.8 All services provided pursuant to this Agreement are for the exclusive use and benefit of the City and this Agreement does not create rights in third parties. 9.9 The City will have the right to declare the Consultant in breach of the Agreement for cause when the City determines that this Agreement has not been performed in accordance with its written terms and conditions. 9.10 In the event of a default or breach of this Agreement by the Consultant, the City reserves the right to choose among the remedies for the default or breach available to the City. These remedies may be used in conjunction with one another or separately, and together with any other statutory or common law remedies available to the City. Any failure by the City to enforce this Agreement with respect to one or more defaults by the Consultant will not waive the City's ability to enforce the Agreement after that time. 9.11 The City's execution of and performance under this Agreement will not act as a waiver by the City of any immunity from suit or liability to which it is entitled under applicable law. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 9.12 The City of San Marcos is governed by the Texas Public Information Act (the "Act"), Chapter 552 of the Texas Government Code. This Agreement and all written information generated under this agreement may be subject to release under the Act. The Consultant will not make any reports, information, data, etc. generated under this Agreement available to any individual or organization without the written approval of the City. 9.13 In the event that the performance by either the City or the Consultant of any of its obligations under this Agreement is interrupted or delayed by events outside of their control such as acts of God, war, riot or civil commotion, then the party is excused from such performance for the period of time reasonably necessary to remedy the effects of such events. 9.14 If applicable, the Consultant will pay all license fees, royalties and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed Project. 9.15 It is expressly agreed that the Consultant is an independent contractor and not an employee, agent partner or joint venturer with the City. The Consultant will not pledge or attempt to pledge the credit of the City. 9.16 It is the City's intent to be proactive with regard to the environment. The City encourages "value purchasing" of environmentally friendly products. The Consultant is encouraged to utilize green solutions in performing any services under the Agreement, as appropriate. Cobb Fendley Downtown District Distribution Study 12/20/2016 9