Res 2018-185/approving an agreement with the Greater San Marcos Economic Development Corporation (GSMP) for Economic Development Services, providing for payments for such services in the amount of $375,000 per year over a term of three years, with an opt

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insurance required are as follows: Workers' Com ensation Insurance: In accordance with the provisions of the Workers' Compensation Act of the State of Texas. Liability Insurance: (1) Conunercial general liability insurance with a combined single limit of $500,000 for each occurrence and $500,000 in the aggregate, (2) Motor Vehicle liability insurance in an amount not less than $250,000 for injuries to any one person, $500,000 on account of any one accident and in an amount of not less than $250,000 for property damage. (c) The stated limits of insurance required by this Paragraph are minimum only --they do not limit the Contractor's indemnity obligation, and it will be the Contractor's responsibility to determine what limits are adequate. These limits may be met by basic policy limits or any combination of basic limits and umbrella limits. The City's acceptance of certificates of insurance that do not comply with these requirements in any respect does not release the Contractor from compliance with these requirements. 7. No Waiver of immunity 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 Texas law. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 8. Miscellaneous Provisions (a) This Agreement is governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. (b) 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 or failure to act. (c) The Contractor agrees not to use funds received by it under the terms of this Agreement for any partisan political activity or to further the election or defeat of any candidate for public office. (d) The Contractor hereby affirms that Contractor and Contractor's firm have not 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 contractors to provide professional 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 will not be considered as a valuable gift for the purposes of this Agreement. (e) In performing the services required under this Agreement, the Contractor will not discriminate against any person on the basis of race, color, religion, sex, national origin, age or disability, (0 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. (g) Should any provision in this Agreement be found or deemed to be invalid, this Agreement will be construed as not containing the provision, and all other provisions which are otherwise lawful will remain in fall force and effect, and to this end the provisions of this Agreement are declared to be severable. (h) All services provided pursuant to this Agreement are for the exclusive use and benefit of the City. (i) 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 maybe subject to release under the Act. The Contractor shall not make any reports, information, data, etc, generated under this Agreement available to any individual or organization without the written approval of the City. 0) The City and the Contractor, 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 Contractor may not assign, sublet or transfer any interest in this Agreement without the written consent of the other. (k) This Agreement represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations or agreements either written or oral. (1) The City may, from time to time, request changes in the scope of services to be performed under the Agreement, Each material change (deletion or addition) in the services to be provided by Contractor must be authorized by the City on the Authorization of Change in Services form attached to the Agreement. Compensation for additional services will be in addition to that specified for Basic Services in accordance with this Agreement. The approval of the City's governing body is necessary for all additional services the compensation for which exceeds $25,000.00. Except as to a change in the scope of services, the compensation for which does not exceed $25,000,00, this Agreement may be amended only by written instrument approved by the City's governing body and signed by both the City and the Contractor. (m) Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. (n) In the event of any conflict between these Terms and Conditions and the provisions of any exhibit or attachment to this Agreement, the terms of the Agreement will govern and control.