Res 2024-233 approving the award of a contract to CXT Inc., through the Sourcewell Cooperative Purchasing Program, for a precast concrete fully accessible restroom facility for the Dunbar Park Restroom

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Docusign Envelope ID:4882FD96-A208-44EA-8573-FB7767E265D9 foreign-owned companies in connection with critical infrastructure as described herein. Failure to maintain the requirements under this provision will be considered a material breach. 25. Non-Discrimination. The Contractor understands and certifies that it is an Equal Opportunity Employer and does not and will not discriminate in employment and in subcontracts based on race,color, sexual orientation, gender identity,national origin, sex,age, disability or economic condition and prohibits retaliation,discharge, or discrimination against any employee or applicant for employment or against any subcontractor or supplier. 26. Proprietary Interests. All information owned,possessed or used by Owner which is communicated to, learned, developed or otherwise acquired by Contractor in the performance of services for Owner,which is not generally known to the public, shall be confidential and Contractor shall not disclose any such confidential information, unless required by law. The Contractor shall not announce or advertise its engagement by City in connection with the Project or publicly release any information regarding the Project without the prior written approval of City. 27. Termination Due to Loss of Funding. If City funds are utilized to fund any part of this Agreement, the Contractor understands that those City funds for the payment for work performed by the Contractor under this Agreement have been provided through the City's budget approved by City Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The City cannot guarantee the availability of funds and enters into this Agreement only to the extent such funds are made available. The Contractor acknowledges and agrees that it will have no recourse against the City for its failure to appropriate funds for the purposes of this Agreement in any fiscal year other than the year in which this Agreement was executed. The fiscal year for the City extends from October 1 st of each calendar year to September 30th of the following calendar year. 28. Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives, and subcontractors have read and understand City's Ethics Policy available at http://www.sanmarcostx.gov/380/Ethics, and applicable state ethics laws and rules. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause City employees to violate City's Conflicts of Interest Policy, provisions described by City's Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the City Council of San Marcos has a direct or indirect financial interest in the transaction that is the subject of this Agreement. 29. Subcontracting. The Contractor will not subcontract any work under this Agreement without prior written approval from the City. In the event approval is given by the City, the Contractor will specify any work or services,the appropriate insurance requirements and miscellaneous provisions by separate written agreement with the subcontractor. 30. Mutual Waiver of Consequential Damages. in no event shall either party be liable, whether in contract or tort or otherwise, to the other party for loss of profits, delay damages, or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever. 31. Force Majeure. Contractor shall have no liability for any delay caused by an event of force majeure,the City or any of its consultant's or contractors, or circumstances outside of its reasonable control. 32. Termination for Convenience. The City's City Manager or the City Manager's designee may terminate the Agreement at any time upon thirty(30)calendar days' notice in writing to the Contractor. Upon receipt of such notice, the Contractor shall, unless the notice directs otherwise, discontinue all services in connection with the performance of the Agreement. As soon as practicable after the receipt of notice of termination,Contractor shall submit a statement to the appropriate department(s) showing in detail the services performed or items delivered under the Agreement to date of termination. The City agrees to compensate the Contractor for that portion of the prescribed charges for which the services were actually performed, or items delivered under the Agreement and not previously paid. Rev 112.,. .........._ �, e 7 2023 Page 5 of 7