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Docusign Envelope ID:8EB6DDAC-ED8E-4C5E-8B6E-93915DB01 CF6 <br /> Entire Agreement. This Agreement supersedes all prior agreements, written or oral,between the Firm and <br /> Owner and constitutes the entire and integrated Agreement and understanding between the parties with respect to the <br /> subject matter of the Agreement. This Agreement may only be amended by a written instrument signed by both <br /> parties. <br /> Assi ng ment. This Agreement is a personal service contract for the services of Professional Firm, and <br /> Professional Firm's interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or <br /> delegated to a third party. <br /> Applicable Law. The Agreement will be governed by and construed under the laws of the State of Texas. <br /> Any controversy, claim or dispute arising out of or relating to this Agreement will be brought in a state court of <br /> competent jurisdiction in Hays County or,if in federal court,in the Federal Western District of Texas,Austin Division <br /> for trial. <br /> Waiver. A delay or omission by either party in exercising any right or power under the Agreement shall not <br /> be construed as a waiver of that right or power. A waiver by either party of any term or condition of the Agreement <br /> shall not be construed as a waiver of any subsequent breach of that term or condition or of any other term or condition <br /> of the Agreement. <br /> Severability. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, <br /> that determination shall not affect any other provision of this Agreement which shall be interpreted as if the invalid or <br /> unenforceable provision had not been included. <br /> Independent Contractor. Professional Firm recognizes that it is engaged as an independent contractor and <br /> acknowledges that Owner shall have no responsibility to provide Professional Firm or its employees with any <br /> benefits normally associated with employee status. The Firm will neither hold itself out as nor claim to be an <br /> officer,partner, employee or agent of Owner. <br /> Family Code Child Support Certification. If State funds are being used in in the procurement of the services <br /> described in Exhibit 1,pursuant to Section 231.006, Texas Family Code, Professional Firm certifies that it is not <br /> ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may <br /> be terminated and payment may be withheld if this certification is inaccurate. <br /> Prohibition on Contracts with Companies BoycottingIsrael.srael. Pursuant to Chapter 2271 and 808, Texas <br /> Government Code,the Firm certifies that is not ineligible to receive the award of or payments under the Agreement <br /> and acknowledges that the Agreement may be terminated, and payment may be withheld if this certification is <br /> 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 from <br /> contracting with companies that do business with Iran, Sudan,or a foreign terrorist organization. The Firm hereby <br /> certifies that is not ineligible to receive the award of or payments under this Agreement.Failure to meet or maintain <br /> the requirements under this provision will be considered a material breach. <br /> Prohibition on Contracts with Certain Foreign-Owned Companies. Section 2274 of the Texas Government <br /> Code (SB2116) restricts the City from contracting with companies that do business with certain foreign-owned <br /> companies in connection with critical infrastructure if the company is granted direct or remote access; and if the <br /> company is owned by citizens of or is directly controlled by the government of China,Iran,North Korea, Russia, <br /> or a "designated country", or headquartered in China, Iran, North Korea, Russia, or a designated country. <br /> Designated country is Governor-designated country as a threat to critical infrastructure. By signing below as an <br /> authorized signer, the Bidder hereby certifies that it does not do business with certain foreign-owned companies <br /> in connection with critical infrastructure as described herein. Failure to maintain the requirements under this <br /> provision will be considered a material breach. <br /> Rev 12.12.2024 Page 4 of 14 <br />