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<br />Section, the Consultant will be compensated for all
<br />services performed to the termination date which are
<br />deemed by the City to be in accordance with this
<br />Agreement. This amount will be paid by the City
<br />upon the Consultant's delivering to the City all
<br />information and materials developed or accumulated
<br />by the Consultant in performing the services
<br />described in this Agreement, whether completed or in
<br />progress. The expense of the reproduction of these
<br />items will be borne by the City.
<br />
<br />6. Insurance and Indemnitv
<br />
<br />(a) The Consultant will hold harmless, indemnify
<br />and defend the City and its employees, agents,
<br />officers and servants from any and all lawsuits,
<br />claims, demands and causes of action of any kind
<br />arising from the negligent or intentional acts, errors
<br />or omissions of the Consultant, its officers,
<br />employees or agents. This will include, but not be
<br />limited to, the amounts of judgments, penalties,
<br />interest, court costs, reasonable legal fees, and all
<br />other expenses incurred by the City arising in favor
<br />of any party, including the amounts of any damages
<br />or awards resulting from claims, demands and causes
<br />of action for personal injuries, death or damages to
<br />property. In no event shall the indemnification
<br />liability under this Agreement exceed the amount of
<br />$1,000,000. In no event shall Consultant be liable for
<br />any indirect, consequential, special, or punitive
<br />damages.
<br />
<br />(b) The Consultant will procure and maintain at its
<br />expense insurance with insurance companies
<br />authorized to do business in the State of Texas,
<br />covering all operations under this Agreement,
<br />whether performed by the Consultant or its agents,
<br />subcontractors or employees. Before commencing
<br />the work the Consultant will furnish to the City a
<br />certificate or certificates in a fonn satisfactory to the
<br />City, showing that Consultant has complied with this
<br />paragraph. All certificates will provide that the
<br />policy will not be canceled until at least 30 days
<br />written notice has been given to the City, and will
<br />name the City as an additional insured on all
<br />coverages except workers' compensation and
<br />professional liability. The kinds and amounts of
<br />insurance required are as follows:
<br />
<br />Workers' Compensation Insurance: In accordance
<br />with the provisions of the Workers' Compensation
<br />Act of the State of Texas.
<br />
<br />Liability Insurance: (1) Commercial general liability
<br />insurance with a combined single limit of $500,000
<br />for each occurrence and $500,000 in the aggregate,
<br />
<br />Navigant letter agreement
<br />
<br />(2) Motor Vehicle liability insurance in an amount
<br />not less than $250,000 for injuries to anyone person,
<br />$500,000 on account of anyone accident and in an
<br />amount of not less than $250,000 for property
<br />damage.
<br />
<br />(c) The stated limits of insurance required by this
<br />Paragraph are minimum only--they do not limit the
<br />Consultant's indemnity obligation, and it will be the
<br />Consultant's responsibility to determine what limits
<br />are adequate. These limits may be met by basic
<br />policy limits or any combination of basic limits and
<br />umbrella limits. The City's acceptance of certificates
<br />of insurance that do not comply with these
<br />requirements in any respect does not release the
<br />Consultant from compliance with these requirements.
<br />
<br />7. No Waiver of Immunity
<br />
<br />The City's execution of and performance under this
<br />Agreement will not act as a waiver by the City of any
<br />immunity from suit or liability to which it is entitled
<br />under Texas law. The parties acknowledge that the
<br />City, in executing and performing this Agreement, is
<br />a governmental entity acting in a governmental
<br />capacity.
<br />
<br />8. Miscellaneous Provisions
<br />
<br />(a) This Agreement is governed by the law of the
<br />State of Texas. Exclusive venue for any dispute
<br />arising under this Agreement is in Hays County,
<br />Texas.
<br />
<br />(b) As to all acts or failures to act by either party to
<br />this Agreement, any applicable statute of limitations
<br />will commence to run and any alleged cause of action
<br />will be deemed to have accrued when the party
<br />commencing the cause of action knew or should have
<br />known of the existence ofthe subject act or failure to
<br />act.
<br />
<br />(c) The Consultant agrees not to use funds received
<br />by it under the terms of this Agreement for any
<br />partisan political activity or to further the election or
<br />defeat of any candidate for public office.
<br />
<br />(d) The Consultant hereby affIrms that Consultant
<br />and Consultant's [mn have not made or agreed to
<br />make any valuable gift whether in the form of
<br />service, loan, thing, or promise to any person or any
<br />of his/her immediate family, having the duty to
<br />recommend, the right to vote upon, or any other
<br />direct influence on the selection of consultants to
<br />provide professional services to the City within the
<br />two years preceding the execution of this Agreement.
<br />
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