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<br />Addendum to Data Processing Consulting Agreement <br /> <br />A. NON-ASSIGNMENT CLAUSE. Neither party may assign any of its rights, or delegate or <br />subcontract any of its duties under this Agreement, in whole or in part, without the prior wTitten <br />consent of the other party. <br /> <br />B. NONDISCRIMINATION. SCI agrees not to engage in employment practices which have the <br />purpose or effect of discriminating against employees or prospective employees because of race, <br />color, sex, religion, age, disability, national origin, or ancestry. A breach of this covenant may be <br />regarded as a default by the SCI of the Agreement. <br /> <br />C. PAYMENT. The hourly fee to be paid under Section 3 of the Agreement will be for each hour <br />ofSCI's senior programming staff time devoted exclusively to the tasks undertaken by SCI for the <br />City of San Marcos under this Agreement. This fee includes all profit, overhead, clerical costs and <br />other costs of SCI in performing services under this Agreement, except for reimbursable expenses <br />under Section 4 of the Agreement such as out-of-town travel and subsistence. The total fee paid to <br />SCI will not exceed $136.000 without the advance written approval of the City of San Marcos. <br /> <br />D. OWNERSHIP OF INFORMATION. All conversion programming performed and developed <br />for the City of San Marcos under this Agreement shall become the property of the City of San <br />Marcos. <br /> <br />E. COPYRIGHT. SCI agrees to hold harmless, indemnify and defend the City of San Marcos from <br />and against any claim or suit brought against the City involving an alleged violation of patents or <br />copyrights resulting from SCI's or the City's use of any programming, software, documentation or <br />data used or developed in connection with SCI's services under this Agreement. The City will <br />provide SCI with written notice of any such claim, and will reasonably assist SCI in defending any <br />such claim. <br /> <br />F. GOVERNING LAW. Notwithstanding Section 14 of the Agreement, this agreement shall be <br />governed by the laws of the State of Texas. <br /> <br />G. INSURANCE. SCI will maintain insurance covering all of its activities under this agreement <br />with at least the following coverages and limits: <br />Workers' Compensation-Statutory limits. <br />Liability: Commercial General Liability-2S0/S00/l 00 or $SOO,OOO CSL <br />Motor Vehicle Liability (incl. hired vehicles)-2S0/S001l00 or $SOO,OOO CSL <br /> <br />SCI agrees to waive any right of subrogation against the City, its officers and employees, that it may <br />have under these coverages. SCI agrees to hold harmless, indemnify and defend the City and its <br />officers and employees from and against all claims arising from the negligent or intentional acts, <br />errors or omissions of SCI or its officers, agents or employees under this Agreement. <br /> <br />Initialed for SCI:~ <br />Initialed for City of San Marcos:~ <br />