|
Docu ign Envelope ID: 39E62CE7-2B65-4AA8-B2C8-B792E95CF795
<br />Agreement and acknowledges that the Agreement may he terminated and payrrrent may be withheld if this certification
<br />is inaccurate. Failure to meet or maintain the requirements under this provision will be considered a {material breach,
<br />Section 2252 Compliance. Section 2252 of the Texas Government Code restricts the Owner frons contracting
<br />with companies that do business with Iran, Sudan, or a foreign terrorist organization. Professional Firm hereby certifies
<br />that is not ineligible to receive the award of or payments under this Agreement. Failure to ineet or maintain the
<br />requirements under{ this provision will be considered a nrater•ial breach.
<br />Propn*eta�y Interests. All information owned, possessed or used by Owner which is communicated to, learned,
<br />developed or otherwise e acquired by Professional Firnn in the performance of services for Owner, which is not generally
<br />luiown to the public, shall be confidential and Professional Finn shall not disclose any such confidential information, unless
<br />required by law. Professional Firm shall not aimounce or advertise its engagement by Owner in correction with the Project
<br />or publicly release any information regarding the Project without the prior written approval of Owner.
<br />Termination Due to Loss of Furrdir� . If Owner funds are utilized to Bind any part of this Agreement, the
<br />Professional Firm understands that those Owner finds for the payment for work perfornied by the Professional Firm under
<br />this Agreement have been provided through the Owner's budget approved by Owner Council for the cutrent fiscal year
<br />only. State statutes pohibit the obligation and expenditure ofpublic funds beyond the fiscal year for which a budget has
<br />been approved. The Owner calmot guarantee the availability of funds, and eaters into this Agreement only to the extent
<br />such funds are made available. The Professional Firm acknowledges and agrees that it will have no recourse against the
<br />Acer for its failure to appropriate hinds fora the purposes of this Agreement in any fiscal year other than the year in which
<br />this Agreement was executed. The fiscal year for the Owner extends frow October 1st of each calendar year to September
<br />30th of the following calendar year.
<br />Ethics utters; No Financial Intertest. Professional Firin and its employees, agents, representatives., and
<br />subcontractors have read and understand Owner's Ethics Policy available at li.ttl)://www.saiiniarcostx,gov,0 E'thic;s,
<br />and applicable state ethics laws and rules. Neither Professional Firm nor its employees, agents, representatives or
<br />subcontractors will assist or cause Owner employees to violate wren's Conflicts of Interest Polio, provisions
<br />described by Owner's Standards of Conduct Guide, or applicable state ethics laws or; rules. Professional Firm
<br />represents and warrants that no member of the City Council of San Marcos has a direct or indirect financial interest ill
<br />the transaction that is the subject of this Agreement.
<br />Subcontractin , The Professional Firm will not subcontract any work under this Agreement without prior
<br />written approval front the Owner. In the evert approval is given by the Owner, the Professional Firm will specify any
<br />work or services, the appropriate insurance requirements and miscellaneous provisions by separate written agreement
<br />with the subcontractor.
<br />Mutual waiver of Consequential Damages, In no event shall cither party be liable, whether in contract or
<br />tort or otherwise, to the other party for lass of profits, delay damages, or for any special incidental or consequential
<br />loss or damage of any nature arising at any time. or from any cause whatsoever.
<br />Texas Tax Code 171.10110), Notwithstanding ndin anything in this agreement and for the purpose of
<br />complying with Texas Tax Code 17 1. 1 11 (g)(3), the City agrees to the fol lowing:
<br />1 Prior to commencing performance under{ this Agreement, Professional Firm will provide the
<br />City with a list of proposed subconsultants, subcontractors, or agents to be used in Professional
<br />Firm's services under this Agreement. The City shall have the right to accept or reject the use of
<br />any subconsultant, subcontractor, or agent on the Professional Fir in's list. Such acceptance or
<br />rejection shall be given within a commercially reasonable time Kom the date the Professional Firin
<br />delivers it. and;
<br />Any payment made by the Owner to Professional Firm that includes fees payable to a
<br />subconsultant, subcontractor{ or agent of Professional Firm under this Agreement shall constitute ars
<br />acceptance by the Owner of Professional Fir ni's use of any such subconsultant, subcontractor or
<br />agent of Professional Firm under this Agreenient,
<br />Limitation of Liability, In recognition of the relative risks and benefits of the Agreement to both the Owner
<br />and Professional Finn, to the fullest extent permitted under applicable law, Owner agrees that Professional F'irm's total
<br />liability for any and all claims, losses, costs, damages, or expenses including, without limitation, reasonable attorneys'
<br />Rev. 0 1/28/19 Page 4 of 16 COSMApproved Revisions 6/2011
<br />
|