Res 2017-062/approving an agreement with Deloitte & Touche, LLP for the provision of internal auditing services

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10.20 The Internal Auditor is required to electronically generate a Certificate of Interested Parties Form 1295 through the Texas Ethics Commission ("TEC") website https://www.ethics.state.tx.us/whatsnew/elf info torrn1295.hftn) and submit a signed and notarized copy of the form to the City prior to the award of the contract. This contract, including a City-issued purchase order, will not be enforceable or legally binding until the City receives and acknowledges receipt of the properly completed Form 1295 from the vendor. ARTICLE I I SUCCESSORS 4XI) ASSI-A 11.1 The City and the Internal Auditor, 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 Internal Auditor will not assign, sublet or transfer any interest in this Agreement without the prior written consent of the other. The City will consent to the Internal Auditor subcontracting or assigning any portion of the Services to any affiliated or related entity, whether located within or outside the United States. However, in no event will the City conduct business directly with any entity performing Services on behalf of the Internal Auditor from outside the United States. 11.2 The Internal Auditor will notify the City, in writing, of any material (greater than 50%) change in its ownership within 30 calendar days of such change. \.7111 --- - =-- I- 4-P WU I WV I WIN IM W.M" 11-4 12.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the Internal Auditor and supersedes all prior proposals, negotiations, representations or agreements either written or oral between the parties. In the event of a dispute between the City and Internal Auditor regarding the intent of this Agreement, both parties agree that they will construe this Agreement in a manner consistent with the City's Request for Proposals, the Internal Auditor's proposal response and the public record of the City Council's approval of this agreement as applicable. The Internal Auditor's expenses for travel, office, production and other expenses associated directly or indirectly with this Agreement are included as part of the total fee. This Agreement may be amended only by written instrument, which must be signed by both the City and the Internal Auditor. The San Marcos City Council must approve any such authorization of change in services or amendment if the compensation for which exceeds $50,000.00. 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. 12.3 In the event of any conflict between this Agreement and the provisions of any exhibit or Deloitte & Touche, LLP Agreement for Internal Auditor Services 2017 20