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RFP 211 -037
<br />having the duty to recommend, the right to vote
<br />upon, or any other direct influence on the
<br />selection of consultants or contractors to provide
<br />services to the City within the two years
<br />preceding the execution of the Agreement. A
<br />campaign contribution, as defined by the Texas
<br />Election Code or the San Marcos City Code will
<br />not be considered as a valuable gift for the
<br />purposes of the Agreement.
<br />(e) In performing the services required under
<br />the Agreement, the Contractor will not
<br />discriminate against any person on the basis of
<br />race, color, religion, sex, national origin, age,
<br />disability or ancestry. The Contractor agrees not
<br />to engage in employment practices which have
<br />the purpose or effect of discriminating against
<br />employees because of race, color, sex, religion,
<br />national origin, age, disability or ancestry. A
<br />breach of this covenant may be regarded as a
<br />default of the Contractor of the Agreement.
<br />(f) All references in the Agreement to any
<br />particular gender are for convenience only and
<br />will be construed and interpreted to be of the
<br />appropriate gender. The term "will" is
<br />mandatory in the Agreement.
<br />(g) Should any provision in the Agreement be
<br />found or deemed to be invalid, the Agreement
<br />will be construed as not containing the provision,
<br />and all other provisions which are otherwise
<br />lawful will remain in full force and effect, and to
<br />this end the provisions of the Agreement are
<br />declared to be severable.
<br />(h) All services provided pursuant to the
<br />Agreement are for the exclusive use and benefit
<br />of the City and the Agreement will not give rise
<br />to any rights in third parties.
<br />(i) The City of San Marcos is governed by the
<br />Texas Public Information Act (the "Act "), Chapter
<br />552 of the Texas Government Code. The
<br />Agreement and all written information generated
<br />under the agreement may be subject to release
<br />under the Act. The Contractor will not make any
<br />reports, information, data, etc. generated under
<br />the Agreement available to any individual or
<br />organization without the written approval of the
<br />City.
<br />(j) In the event that the performance by either
<br />the City or the Contractor of any of its
<br />obligations under the Agreement is interrupted
<br />or delayed by events outside of their control
<br />such as acts of God, war, riot or civil commotion,
<br />HE
<br />then the party is excused from such
<br />performance for the period of time reasonably
<br />necessary to remedy the effects of such events.
<br />(k) The City and the Contractor, respectively,
<br />bind themselves, their partners, successors,
<br />assigns and legal representatives to the other
<br />party to the Agreement and to the partners,
<br />successors, assigns and legal representatives of
<br />such other party with respect to all covenants of
<br />the Agreement. The City and the Contractor
<br />may not assign, sublet or transfer any of their
<br />rights, or delegate or subcontract any of their
<br />duties under or interest in the Agreement, in
<br />whole or in part, without the written consent of
<br />the other. Any work or services subcontracted
<br />under the Agreement will be specified by
<br />separate written agreement and will be subject
<br />to each provision of the Agreement. The
<br />Contractor will notify the City, in writing, of any
<br />change in its partnership /ownership within 30
<br />calendar days of such change.
<br />(1) The Agreement including any appendices,
<br />and referenced attachments or exhibits
<br />represents the entire and integrated Agreement
<br />between the City and the Contractor and
<br />supersedes all prior negotiations,
<br />representations or agreements either written or
<br />oral. In the event of a dispute between the
<br />parties regarding the intent of the Agreement,
<br />both parties agree that the Agreement will be
<br />construed in a manner consistent with the City's
<br />Request for Proposals, the Contractor's
<br />Proposal Response, and the public record of the
<br />City Council's approval of the Agreement as
<br />applicable. The Agreement may be amended
<br />only by written instrument which must be signed
<br />by both the City and the Contractor. The San
<br />Marcos City Council must approve any such
<br />authorization in change of services or
<br />amendment, as applicable, if it results in a
<br />change, the compensation for which exceeds
<br />$50,000.00.
<br />(m) Any exhibits and /or attachments attached
<br />to the Agreement are incorporated by reference
<br />into the Agreement as though included verbatim
<br />herein.
<br />(n) In the event of any conflict between these
<br />Terms and Conditions and the provisions of any
<br />exhibit or attachment to the Agreement, these
<br />Terms and Conditions will govern and control.
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