Res 2017-087/Audit Services Contract

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10.19 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 other inhaled vapor devices. The City may terminate this Agreement for noncompliance with this ordinance. 10.20 In the event this Agreement exceeds $50,000.00 the Consultant 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_ form1295.htrn) 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 11 SUCCESSORS AND ASSIGNS 11.1 The City and the 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 Auditor will not assign, sublet or transfer any interest in this Agreement without the written consent of the other. 11.2 The Auditor will notify the City in writing of any change in its partnership/ownership within 30 calendar days of such change. ARTICLE 12 EXTENT OF AGREEMENT 12.1 This Agreement, including appendices and referenced attachments represents the entire and integrated Agreement between the City and the 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 the Auditor 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 Auditor's proposal response and the public record of the City Council's approval of this agreement as applicable. The 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. Except as to a change in the scope of services, the compensation for which does not exceed $50,000.00, this Agreement may be amended only by separate written instrument approved by the City's governing body and signed by both the City and Auditor. 12.2 Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. Auditing Services Agreement 2017 15