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Docusign Envelope ID: F9B154EF-5A56-8240-818A-5DB3CBB2E102
<br /> WARRANTIES,TERMS,AND REPRESENTATIONS
<br /> 7. Compliance with Laws and Policy. Contractor warrants and agrees that Contractor will perform the Services and
<br /> conduct all operations in conformity with all applicable federal,state,and local laws,rules,regulations,and ordinances.
<br /> For any Service performed on premises owned or controlled by City,Contractor warrants and agrees that Contractor will
<br /> perform the Services in compliance with all City's Rules and"Standard Terms and Conditions,"when not in conflict
<br /> with the terms of this Agreement, found at sanmarcostx.gov/StandardTennsandConditions, including but not
<br /> limited to,prohibitions related to tobacco use, alcohol,and other drugs.
<br /> 7.1 Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations and permits required by
<br /> federal,state or local laws,regulations or ordinances,required for the performance of the Services.
<br /> 8. Performance. Contractor represents that Contractor has the personnel,experience, and knowledge necessary to qualify
<br /> Contractor for the particular duties to be performed under this Agreement.Contractor warrants that all services performed
<br /> under this Agreement will be performed consistent with generally prevailing professional or industry standards.
<br /> 9. Non-Discrimination. Contractor understands and certifies that it is an Equal Opportunity Employer and does not and
<br /> will not discriminate in employment and in subcontracts based on race,color,sexual orientation,gender identity,national
<br /> origin, sex, age, disability or economic condition and prohibits retaliation, discharge, or discrimination against any
<br /> employee or applicant for employment or against any subcontractor or supplier.
<br /> 10. Authority. Contractor represents and agrees that this Agreement reflects Contractor's full and correct name and that
<br /> Contractor is entering into this Agreement in an individual capacity/with authorization on behalf of the named entity.
<br /> 11. Conflict of Interest. Contractor represents and agrees that Contractor presently has no interest and will not acquire any
<br /> interest, direct or indirect,that would conflict in any manner or degree with Contractor's performance of the Services
<br /> hereunder. Contractor further warrants that no relationship or affiliation exists between Contractor and City that could
<br /> be construed as a conflict of interest with regard to this Agreement.
<br /> 12. Deliverables and use of Documents. All drawings,specifications,plans,computations,data,photographs,records,models,
<br /> statements,reports,and other deliverables or materials prepared or produced by Contractor in connection with the Services
<br /> (collectively, "Service Deliverables"), whether or not accepted or rejected by City, are the property of City and for its
<br /> exclusive use and re-use at any time without further compensation and without any restrictions. Contractor will not sell,
<br /> disclose,or obtain any other compensation for the Service Deliverables. Contractor will not use Service Deliverables in
<br /> any manner for any other purpose without the express written consent of City.
<br /> 13. Assignment. Contractor's interest in this Agreement(including Contractor's duties and obligations under this Agreement,
<br /> and the fees due to Contractor under this Agreement)may not be subcontracted,assigned,delegated,or otherwise transferred
<br /> to a third party,in whole or in part,without the express written consent of City. The benefits and burdens of this Agreement
<br /> are assignable by City.
<br /> 14. INDEMNIFICATION.
<br /> PROFESSIONAL DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND ALL CLAIMS,
<br /> RELEASE,INDEMNIFY,AND HOLD HARMLESS CITY,ITS CITY COUNCIL,OFFICERS,
<br /> EMPLOYEES,AND AGENTS,FROM AND AGAINST ALL LIABILITY,CAUSES OF ACTION,CLAIMS,
<br /> COSTS,DAMAGES,DEMANDS,EXPENSES,FINES,JUDGMENTS,LOSSES,PENALTIES OR SUITS,
<br /> WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PERSONS OR PROPERTY,CAUSED BY
<br /> OR RESULTING FROM THE NEGLIGENCE,INTENTIONAL TORT,INTELLECTUAL PROPERTY
<br /> INFRINGEMENT,OR FAILURE TO PAY A SUBPROFESSIONAL OR SUPPLIER COMMITTED BY
<br /> PROFESSIONAL,ITS AGENTS,OR CONSULTANTS UNDER CONTRACT,OR ANY OTHER ENTITY
<br /> OVER WHICH PROFESSIONAL EXERCISES CONTROL,SUBJECT TO THE LIMITATIONS IN TEXAS
<br /> LOCAL GOVERNMENT CODE§271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE,§
<br /> 130.002(b)AND PROFESSIONAL WILL,AT ITS OWN COST AND EXPENSE,DEFEND AND PROTECT
<br /> CITY AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS.
<br /> THE INDEMNIFICATION UNDER THIS SECTION SHALL INCLUDE REASONABLE ATTORNEYS'
<br /> FEES AND COSTS,COURT COSTS,AND SETTLEMENT COSTS IN PROPORTION TO
<br /> PROFESSIONAL'S LIABILITY.
<br /> PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS
<br /> OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY
<br /> PROFESSIONAL UNDER THIS AGREEMENT. THIS SECTION(INDEMNIFICATION) SHALL SURVIVE
<br /> THE TERMINATION OF THIS AGREEMENT.
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<br /> Rev 01.14.2026 2026-002 Wholesale Power&Utility Consulting Services Page 2 of 5
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