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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ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 This Agreement is governed by the law of the State of Texas. This Agreement is to be performed in Hays County and exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. In the event of a dispute in federal court, venue will be in the United States District Court for the Western District of Texas,Austin Division. 9.2 As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be deemed to have accrued when the party commencing the cause of action knew or should have known of the existence of the subject act(s) or failure(s)to act. 9.3 The Consultant will not use funds received by it directly or indirectly under the terms of this Agreement for any partisan political activity or to further the election or defeat of any candidate for public office. 9.4 The Consultant hereby affirms that neither the Consultant, the Consultant's firm nor any of its associates or employees have made or agreed to make any valuable gift whether in the form of service, loan, thing, or promise to any person or any of his/her immediate family, having the duty to recommend, the right to vote upon, or any other direct influence on the selection of Consultants to provide consulting services to the City within the two years preceding the execution of this Agreement. A campaign contribution, as defined by the Texas Election Code or the San Marcos City Code is not considered a valuable gift for the purposes of this Agreement. The Consultant further agrees that none of its paid personnel will be employees of the City or have any contractual relationship with the City. All activities, investigations, and other efforts made by Consultant pursuant to the Agreement will be conducted by employees, associates,or independent contractors of the Consultant. 9.5 In performing the services required under this Agreement, the Consultant will not discriminate against any person on the basis of race, color, religion, sex, national origin, age, disability or ancestry. The Consultant agrees not to engage in employment practices, which have the purpose or effect of discriminating against employees or prospective employees because of race, color, sex, religion, national origin, age, disability or ancestry. A breach of this covenant by the Consultant may be regarded as a default of the Agreement. 9.6 All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term"will" is mandatory in this Agreement. 9.7 Should any provision in this Agreement be found or deemed invalid, this Agreement will be construed as not containing the provision and all other provisions,which are otherwise lawful,will remain in full force and effect, and to this end, the provisions of this Agreement are declared Cobb Fendley Downtown District Distribution Study 12/20/2016 8