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DocuSign Envelope ID:75FE39C7-BC6A-40EE-BF86-44BCFC63729F
<br /> WARRANTIES,TERMS,AND REPRESENTATIONS
<br /> 6. Compliance with Laws and Policy.Contractor warrants and agrees that Contractor will perform the Services
<br /> and conduct all operations in conformity with all applicable federal, state, and local laws, rules, regulations,
<br /> and ordinances. For any Service performed on premises owned or controlled by City, Contractor warrants
<br /> and agrees that Contractor will perforin the Services in compliance with all City's Rules and "Standard
<br /> Terms and Conditions" found at samnarcostx.gov/StandardTermsandConditions, including but not limited
<br /> to,prohibitions related to tobacco use, alcohol, and other drugs.
<br /> 6.1 Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations and permits
<br /> required by federal,state or local laws,regulations or ordinances,required for the performance of the Services.
<br /> 7. Performance. Contractor represents that Contractor has the personnel,experience,and knowledge necessary
<br /> to qualify Contractor for the particular duties to be performed under this Agreement. Contractor warrants that
<br /> all services performed under this Agreement will be performed consistent with generally prevailing
<br /> professional or industry standards.
<br /> 8. Authority. Contractor represents and agrees that this Agreement reflects Contractor's full and correct name,
<br /> and that Contractor is entering into this Agreement in an individual capacity/with authorization on behalf of
<br /> the named entity.
<br /> 9. Conflict of Interest. Contractor represents and agrees that Contractor presently has no interest and will not
<br /> acquire any interest, direct or indirect, that would conflict in any manner or degree with Contractor's
<br /> performance of the Services hereunder. Contractor further warrants that no relationship or affiliation exists
<br /> between Contractor and City that could be construed as a conflict of interest with regard to this Agreement.
<br /> 10. Deliverables and use of Documents. All applicable computations, data, photographs, records, models,
<br /> statements,reports,and other deliverables or materials prepared or produced by Contractor in connection with the
<br /> Services(collectively, "Service Deliverables"), whether or not accepted or rejected by City, are the property of
<br /> City and for its exclusive use and re-use at any time without further compensation and without any restrictions.
<br /> Contractor will not sell, disclose, or obtain any other compensation for the Service Deliverables. Contractor
<br /> will not use Service Deliverables in any manner for any other purpose without the express written consent of
<br /> City.
<br /> 11. Assignment. Contractor's interest in this Agreement(including Contractor's duties and obligations under this
<br /> Agreement,and the fees due to Contractor under this Agreement)may not be subcontracted,assigned,delegated,
<br /> or otherwise transferred to a third party, in whole or in part, without the express written consent of City. The
<br /> benefits and burdens of this Agreement are assignable by City.
<br /> 12. Indemnity. The Contractor shall hold the City of San Marcos, and its City Council, officers, agents and
<br /> employees harmless and free from any loss,damage or expense to the extent that the loss,damage or expense
<br /> is caused by or results from an act of negligence,intentional tort,intellectual property infringement,or failure
<br /> to pay a subcontractor or supplier committed by the indemnitor or the indemnitor's agent, consultant under
<br /> contract, or another entity over which the indemnitor exercises control.
<br /> 13. Order of Precedence. When applicable, this Agreement includes by reference, the provisions of the
<br /> solicitation documents, Contractor's response to the solicitation, and exhibits or attachments to this
<br /> Agreement. In case of any conflict among the provisions of this Agreement and the provisions of any exhibits
<br /> or attachments to this Agreement,this Agreement will govern and control.
<br /> 14. Insurance and Liability: During the period of the resulting contract, the Contractor will maintain, at its
<br /> expense,insurance with limits not less than those prescribed below.Insurance underwriters will be acceptable
<br /> to the City. With respect to required insurance,the Contractor will:
<br /> 14.1 Name the City of San Marcos,Purchasing and Contracting Division,630 East Hopkins Street,San
<br /> Marcos,Texas 78666 as an additional insured.
<br /> Rev 06.13.2022 Page 2 of 12
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