Res 2022-102R/approving a contract with United Way of Greater Austin on behalf of Addressing Cancer Together in the amount of $271,915.00 to be funded with American Rescue Funds

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arguments either written or oral. 9.2 Lawful Authority. The execution and performance of this Agreement by the City and the Recipient have been duly authorized by all necessary laws, resolutions or corporate action, and this Agreement constitutes the valid and enforceable obligations of City and the Recipient in accordance with its terms. 9.3 Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and approved by San Marcos City Council. 9.4 Conflict of Interest. The Recipient affirms that it has not made or agreed to make any valuable gift, whether in the form of service, loan, thing or promise to any person or their immediate family, having the duty to recommend, the right to vote upon, or any other direct influence on the selection of the Recipient for receipt of the funds provided by the City under this Agreement. 9.5 Severability. Should any provision in this Agreement be found or deemed to be invalid, this Agreement will be construed as not containing such 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 to be severable. 9.6 Venue. Venue for any disputes arising under this Agreement shall be in the court having appropriate jurisdiction in Hays County, Texas, or, if in federal court, the United States District Court for the Western District of Texas, Austin Division. 9.7 No Waiver. No waiver by the City of any breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof. 9.8 Public Information Act. The City is governed by the Texas Public Information Act, Chapter 552 of the Texas Government Code. This Agreement and all written information, including books and records of the Recipient, to the extent permitted by law, related to the expenditure of the City's funds to the Recipient hereunder may be subject to release under this Act, and the Recipient agrees to cooperate with the City in providing such information to the City if responsive to a request for information under said Act. 9.9 Right to Audit. Recipient agrees that City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Recipient related to the reimbursement of CSLFR funds. The Recipient shall retain all such records for a period of three (3) years after final reimbursement under this Agreement or until all audit and litigation matters that the City has brought to the attention of the Recipient are resolved, whichever is longer. The Recipient agrees to refund to the City any overpayments disclosed by any such audit. UW -CANCER TOGETHER (RECIPIENT) — ARPA FUNDING Page 3 of 4