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<br />on the date of this letter. Either party may terminate this agreement at any time upon ten days <br />written notice to the other party. <br /> <br />D. MISCELLANEOUS <br /> <br />1. Neither party may assign any of its rights, or delegate or subcontract any of its duties under <br />this Agreement, in whole or in part, without the prior written consent of the other party. <br /> <br />2. The City and the Consultant both acknowledge that that Consultant will perform all services <br />under this agreement as an independent contractor and not an employee of the City. <br /> <br />3. The Consultant will procure and maintain at its expense insurance with insurance companies <br />authorized to do business in the State of Texas, covering all operations under this Agreement. <br />Before commencing the work the Consultant will furnish to the City a certificate or certificates in <br />a form satisfactory to the City, showing that Consultant has complied with this paragraph. All <br />certificates will provide that the policy will not be canceled until at least 30 days written notice <br />has been given to the City, and will name the City as an additional insured. The kinds and <br />amounts of insurance are as follows: (a) Professional liability insurance in an amount not less <br />than $1,000,000 annual aggregate and $1,000,000 per occurrence (b) Motor Vehicle liability <br />insurance in an amount not less than $100,000 for injuries to anyone person, $200,000 on <br />account of anyone accident and in an amount of not less than $50,000 for property damage. The <br />stated limits of insurance required by this Paragraph are minimum only--they do not limit the <br />Consultant's indemnity obligation, and it will be the Consultant's responsibility to determine <br />what limits are adequate. These limits may be met by basic policy limits or any combination of <br />basic limits and umbrella limits. The City's acceptance of certificates of insurance that do not <br />comply with these requirements in any respect does not release the Consultant from compliance <br />with these requirements. <br /> <br />4. Consultant agrees to hold harmless, indemnify and defend the City and its officers, agents <br />and employees from and against claims arising out of the Consultant's negligent or intentional <br />acts or omissions in the performance of services under this agreement. <br /> <br />5. This agreement, including appendices and referenced attachments, constitutes the entire <br />Agreement between the City and the Consultant on this subject and supersedes all other <br />proposals, presentations, representations, and communications, whether oral or written, between <br />the parties. <br /> <br />6. This agreement shall be governed by the laws of the State of Texas. Exclusive venue for any <br />legal dispute arising under this agreement shall be in Hays County, Texas. <br /> <br />7. Nothing in this agreement is intended as a waiver by the City of any immunity from suit to <br />which it is entitled by law. <br /> <br />8. The City of San Marcos is governed by the Texas Public Information Act, Chapter 552 of <br />the Texas Government Code. This agreement and all written information generated under this <br />agreement may be subject to release under this law. The Consultant shall not make any reports, <br />information, data, etc. generated under this agreement available to any individual or organization <br />without the written approval of the City. <br /> <br />3 <br />