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(e) In performing the services required under the Agreement, the Consultant will not discriminate against
<br />any person on the basis of race, color, religion, sex, national origin, age, disability or ancestry. The
<br />Consultant agrees not to engage in employment practices which have the purpose or effect of
<br />discriminating against employees because of race, color, sex, religion, national origin, age, disability or
<br />ancestry. A breach of this covenant may be regarded as a default of the Consultant of the Agreement.
<br />(f) All references in the Agreement to any particular gender are for convenience only and will be
<br />construed and interpreted to be of the appropriate gender. The term "will" is mandatory in the
<br />Agreement.
<br />(g) Should any provision in the Agreement be found or deemed to be invalid, the Agreement will be
<br />construed as not containing the provision and all other provisions which are otherwise lawful will remain
<br />in full force and effect, and to this end the provisions of the Agreement are declared to be severable.
<br />Paragraph and Section headings included in the Agreement are for convenience only and are not intended
<br />to define or limit the scope of any provisions of the Agreement.
<br />(h) All services provided pursuant to the Agreement are for the exclusive use and benefit of the City and
<br />the Agreement will not give rise to any rights in third parties.
<br />(i) The City of San Marcos is governed by the Texas Public Information Act (the "Act "), Chapter 552 of
<br />the Texas Government Code. The Agreement and all written information generated under the Agreement
<br />may be subject to release under the Act. The Consultant will not make any reports, information, data, etc.
<br />generated under the Agreement available to any individual or organization without the written approval of
<br />the City. In addition, the City acknowledges that the nature of executive recruitment is such that the
<br />Consultant engages in discussions with prospects throughout the process who may or may not ultimately
<br />become a candidate, and that the Consultant is utilizing its proprietary network of relationships to identify
<br />and engage prospective candidates, and that premature release of such proprietary information, including
<br />names of prospective candidates who the Consultant may be having conversations with as part of the
<br />recruitment process, may be damaging to the prospects and to the Consultant. Accordingly, the City
<br />acknowledges and, to the extent provided by law, agrees that all information related to this search is
<br />proprietary, and remains the property of and under the exclusive control of, the Consultant, regardless of
<br />whether such information has been shared with the City or not, including all decisions regarding release
<br />of information, until such time that a finalist is named. At the time finalists are determined, all
<br />information related to the finalists shall become the property of the City and all decisions regarding public
<br />disclosure will be determined by the City except that psychometric assessments, questionnaires, and any
<br />information produced by the Consultant is proprietary and will not become the property of the City or
<br />subject to disclosure unless required by applicable law.
<br />0) In the event that the performance by either the City or the Consultant of any of its obligations under
<br />the Agreement is interrupted or delayed by events outside of their control such as acts of God, war, riot or
<br />civil commotion, then the party is excused from such performance for the period of time reasonably
<br />necessary to remedy the effects of such events.
<br />(k) The City and the Consultant, respectively, bind themselves, their partners, successors, assigns and
<br />legal representatives to the other party to the Agreement and to the partners, successors, assigns and legal
<br />representatives of such other party with respect to all covenants of the Agreement. The City and the
<br />Consultant may not assign, sublet or transfer any of their rights or delegate or subcontract any of their
<br />duties under or interest in the Agreement in whole or in part, without the written consent of the other.
<br />Any work or services subcontracted under the Agreement will be specified by separate written agreement
<br />CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TEXAS 78666.512.393.8150 • FACSIMILE 512.393.3983
<br />SANMARCOSTX.GOV
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