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not delivered to the City, for a period of three years, except
<br />that in the event the Consultant goes oat of business during
<br />that period, it will turn over to the City all of its records
<br />relating to the Project for retention by the City.
<br />
<br />6. Term; Termination of Agreement
<br />
<br />A. The term of this Agreement begins upon its execntion
<br />by the City, and will end upon the Consultant's completion,
<br />and tile City's acceptance, of all services described in this
<br />Agreement.
<br />
<br />B. This Agreement may be terminated by either party upon
<br />15 days prior written notice should the other party fail
<br />substantially to perform in accordance with its terms
<br />through ao fault of the party initiating tile termination.
<br />
<br />C. This Agreement may be terminated at will by tile City
<br />upon at least 15 days prior written notice to tile Consultant.
<br />
<br />E. In the event of termination as provided in this Section,
<br />the Consultant will be compensated for ail services
<br />performed to the termination date which am deemed by the
<br />City to be in accordance with this Agreement. This amount
<br />will be paid by the City npon the Consultant's delivering to
<br />the City all information and materials developed or
<br />accumulated 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 items
<br />will be borne by the City.
<br />
<br />7. Insurance and Indemnity
<br />
<br />A. Tile Consultant will hold harmless, indemni~ and
<br />defend the City and its employees, agents,
<br />officers and servants from any and all lawsuits, claims,
<br />demands and causes of action of any kind arisiag fi'om the
<br />negligent or intentional acts, errors or omissious of the
<br />Consultant, its officers,_employees or agents. This will
<br />include, but not be limited to, tile amounts ofjudglnents,
<br />penalties, iuterest, court costs, reasonable legal fees, and all
<br />other expenses incun'ed by the City arising in favor of any
<br />party, including the amounts of any damages or awards
<br />resulting from claims, demands aod causes of action for
<br />personal injuries, death or damages to property.
<br />
<br />B. The Consultant will procure and maintain at its expense
<br />insurance with insurance companies authorized to do
<br />business in the State of Texas, covering all operations
<br />under this Agreement, whether performed by the Consultant
<br />or its agents, subcontractors or employees. Before
<br />commencing tile work the Consultant will fiu'nish to tile
<br />City a certificate or certificates in a form satisfactory to tile
<br />City, showing that Consultant has complied with this
<br />paragraph. All certificates will provide that the policy will
<br />not be canceled until at least 30 days written notice has
<br />been given to the City, and will name the City as aa
<br />
<br />additional insured oil all coverages except workers'
<br />compensation and professional liability. The kinds and
<br />amounts of insurance required are as follows:
<br />
<br />Workers' Compensation hlsurance: In accordance
<br />with the provisions of the Workers' Compensation
<br />Act of the State of Texas.
<br />
<br />Liability Insurance: (I) Commercial general
<br />liability insurance with a combined single limit of
<br />$500,000 for each occurrence and $500,000 in the
<br />aggregate, (2) Motor Vehicle liability insurance in
<br />an amount not less than $250,000 for injuries to
<br />any one person, $500,000 on account of any one
<br />accident and in an amount of not less than
<br />$250,000 for property damage.
<br />
<br />C. Tile stated limits of insurance required by this
<br />Paragraph are minimum only--they do not Iii-nit the
<br />Consultant's indemnity obligation, and it will be tile
<br />Consaltant's responsibility to determine what limits are
<br />adequate. These limits may be met by basic policy limits
<br />or any combination of basic limits and umbrella limits. Tile
<br />City's acceptance of certificates of insurance that do not
<br />comply with these requirements in any respect does not
<br />release the Consultant fi'om compliance with these
<br />requirements.
<br />
<br />8. Miscellaueous Provisions
<br />
<br />A. This Agreement is governed by the law of the State of
<br />Texas. Exclusive venue for any dispute arising under this
<br />Agreement is in Hays County, Texas.
<br />
<br />B. As to all acts or failures to act by either party to this
<br />Agreement, any applicable statute of limitations will
<br />commence to run and any alleged cause of actiou will be
<br />deemed to have accrued when the party coml-nencing the
<br />cause of action knew or should have known of the existence
<br />of the subject act or failure to act.
<br />
<br />C. Tile Consultant agrees not to use fimds received by it
<br />under the terms of this Agreement for any partisan political
<br />activity or to further the election or defeat of any candidate
<br />for public office.
<br />
<br />D. The Consultant hereby affirms that Consultant and
<br />Consultaut's firm have not made or agreed to make any
<br />valuable gift whether in the form of service, loan, thing, or
<br />promise to any person or any of his/her immediate family,
<br />having the duty to recommend, the right to vote upon, or
<br />any other direct influence on the selection of consultants to
<br />provide professional services to the City within the two
<br />years preceding the execution of this Agreement. A
<br />campaign contribution, as defined by the Texas Election
<br />Code or the San Marcos City Code will not be considered
<br />as a valuable gift for the purposes of this Agreement.
<br />
<br />
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