Res 2006-032 - Laserfiche WebLink

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I together with any other statutory or common law remedies available to the City. Any failure by the City to enforce this Agreement with respect to one or more defaults by the Consultant will not waive the City's abilIty to enforce the Agreement after that tIme 9 Limitation of Remedies To the extent permitted by law, the Consultant's lIabilIty to the City for claims and liabilities in any way anslllg out of or directly or indirectly related to Consultant's work for City will not exceed the amount of the Consultant's insurance linnts, regardless of the legal theory under whIch remedy is sought, whether based on negligence [whether sole or concurrent, active or passive], breach of warranty, breach of contract, strict liability or otherwise 10. Miscellaneous Provisions (a) ThiS Agreement is governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement IS III Hays County, Texas. I (b) As to all acts or failures to act by either party to thIS Agreement, any applicable statute of linntations will commence to run and any alleged cause of action will be deemed to have accrued when the party commenclllg the cause of action knew or should have known of the existence of the subject act or failure to act. (c) The Consultant agrees not to use funds received by it under the terms of this Agreement for any partisan political activity or to further the election or defeat of any candidate for public office. (d) The Consultant hereby affirms that Consultant and Consultant's firm have not made or agreed to make any valuable gift whether in the form of service, loan, thing, or promise to any person or any of hIs/her Immediate family, having the duty to recommend, the right to vote upon, or any other dIrect influence on the selectIon of consultants to proVide profeSSIOnal services to the City within the two years precedlllg the executIOn of this Agreement. A campaign contribution, as defined by the Texas Election Code or the San Marcos City Code will not be conSidered as a valuable gift for the purposes of thiS Agreement. I O"ob" 2005 (e) In performing the services required under this Agreement, the Consultant will not discriminate against any person on the basis of race, color, religion, sex, national origin, age or disabilIty. (f) All references in this Agreement to any particular gender are for convenience only and will be construed and lllterpreted to be of the appropriate gender. The term "will" IS mandatory in this Agreement. (g) Should any provision in this Agreement be found or deemed to be invalid, this Agreement will be construed as not containing the proVISIOn, and all other proviSIOns which are otherwise lawful will remain in full force and effect, and to thiS end the provisions of this Agreement are declared to be severable. (h) All services provided pursuant to this Agreement are for the exclusive use and benefit of the City (i) The City of San Marcos is governed by the Texas Public Information Act (the "Act"), Chapter 552 of the Texas Government Code. This Agreement and all written informatIon generated under thIS agreement may be subject to release under the Act. The Consultant shall not make any reports, information, data, etc. generated under thiS Agreement available to any indIVIdual or organization without the written approval of the City U) The City and the Consultant, respectively, bllld themselves, their partners, successors, assigns and legal representatIves to the other party to thIS Agreement and to the partners, successors, assigns and legal representatives of such other party With respect to all covenants of this Agreement. The City and the Consultant may not assign, sublet or transfer any Illterest in this Agreement Without the wntten consent of the other. (k) This Agreement represents the entIre and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements either wrItten or oral. Except as to a change III the scope of services, the compensatIon for wluch does not exceed $25,00000, this Agreement may be amended only by written lllstrument approved by the CIty's governing body and Signed by both the City and the Consultant. 3