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.. ð'Jt: ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 This Agreement is governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement will be in Hays County, Texas. 8.2 As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be deemed to have accrued when the party commencing the cause of action knew or should have known the existence of the subject act(s) or failure(s} to act. 8.3 The AUDITOR will indemnify and hold harmless the CITY and its employees, agents, officers, and servants from any and all claims, lawsuits and cause of action of any kind and related costs and expenses (including reasonable attorney fees), resulting from AUDITOR's negligence or willful misconduct arising out of the performance of this Agreement. The CITY agrees to give AUDITOR prompt written notice of any claim or other matter as to which the CITY believes this indemnification provision is applicable. AUDITOR will have the right to defend against any such claim with counsel of its own choosing, and to settle and/or compromise such claim as AUDITOR deems appropriate. The CITY further agrees to cooperate with AUDITOR in the defense of any such claim or other matter. . . 8.4 The AUDITOR hereby affirms that AUDITOR and AUDITOR'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 auditors to provide professional auditing services to the CITY within the two years preceding the execution of this Agreement. A campaign contribution, as defined by the Election Code or the City of San Marcos Code of f Ordinances will not be considered as a valuable gift for the purpose of this Agreement. ì 8.5 During the term of this Agreement, the AUDITOR will not discriminate against any person on the basis of race, color, religion, sex, national origin, age or disability. 8.6 All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term "will" is mandatory in this Agreement. 8.7 Should any provision in this Agreement be found or deemed to be invalid, this Agreement will be construed as not containing such 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. 8.8 All services provided pursuant to this Agreement are for the exclusive use and benefit of CITY. -6-