2-B1 - 09.07.21 Flores ExhibitA.pdf

Exhibit “A” ] betweenThis exhibit shall be attached to the agreement or contract titled [

Flores & Associates, LLC, (the “Vendor”) and the city of Burleson, Texas (the “City”) (the “Agreement”), and is fully made a part of said Agreement. In the event of a conflict between any provision in this exhibit and any other provision in the Agreement or any other exhibit to the Agreement, the terms provided in this exhibit shall govern. The terms of this Exhibit shall survive any closing or termination of the Agreement.

1. No Waiver of Governmental Immunity. Nothing contained in this Agreement shall be construed as a waiver of City’s governmental immunity, or of any damage caps or limitations imposed by law, or any other legal protections granted to City by law, except to the extent expressly provided or necessarily implied herein.

2. Applicable Law: Venue. This Agreement is subject to and governed by the laws of the State of Texas.

Any disputes arising from or relating to this Agreement shall be resolved in a court of competent jurisdiction located in Johnson County, Texas, or the federal courts for the United States for the Northern District of Texas. The parties hereto irrevocably waive any right to object to the jurisdiction of such courts in any dispute arising from or relating to this Agreement.

3. Relationship of the Parties. The parties agree that in performing their responsibilities under this Agreement, they are in the position of independent contractors. This Agreement is not intended to create, does not create, and shall not be construed to create a relationship of employer-employee. Vendor, Vendor’s employees, and anyone else working at Vendor’s direction is an independent contractor and not an employee or servant of the City. Nothing in this Agreement is intended to or shall be construed in any manner as creating or establishing the relationship of employer-employee between Vendor, Vendor’s employees, and anyone else working at Vendor’s direction. Vendor, Vendor’s employees, and anyone else working at Vendor’s direction shall at all times remain an independent contractor with respect to the service to be performed under this Agreement.

4. Limitations. THE PARTIES ARE AWARE THERE ARE CONSTITUTIONAL

AND STATUTORY LIMITATIONS (“LIMITATIONS”) ON THE AUTHORITY

OF CITY TO ENTER INTO CERTAIN TERMS AND CONDITIONS THAT MAY

BE PART OF THIS AGREEMENT, INCLUDING TERMS AND CONDITIONS

RELATING TO DISCLAIMERS AND LIMITATIONS OF WARRANTIES;

DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES;

WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS,

REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF

PERIODS TO BRING LEGAL ACTION; LIABILITY FOR ACTS OR

OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS’ FEES;

INDEMNITIES; AND CONFIDENTIALITY. THE TERMS AND CONDITIONS

RELATED TO LIMITATIONS WILL NOT BE BINDING ON CITY EXCEPT TO

THE EXTENT AUTHORIZED BY TI-IE LAWS AND CONSTITUTION OF THE

STATE OF TEXAS.

5. Records and Confidentiality. The City’s compliance with the Texas Public Information Act shall not violate the Agreement.

Flores Master Agreement