Res 2019-105/approving the award of a contract to Nelson/Nygaard Consulting Associates, Inc. for the development of a Five-Year Strategic Master Plan for Transit Services in the amount of $180,000

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Doou l n Envelope 1D: 9E6 E - B66-4 A8-B2C8-B 79 E a F79 If the efforts to resolve the dispute tluough negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty calendar days, a mediator trained in mediation shills to assist with resolution of the dispute. Should they choose this option, the Owner and the Professional Firirr agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing Xn the Contract prevents the parties fr-om relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. The parties agree to participate in mediation in good faith for up to thirty o calendar days from the date of the first mediation session. The Owner and Professional Firin will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent their or otherwise assist tlierrr In the mediation. ARTICLE P .OTECT TERMINATION OR SUSPE NSION This Agreement may be terminated by either party upon seven days written notice should the other{ party fail substantially to perform in accordance with its ternns through no fault of the terminating party and such failure is not filly cured in the severe 7calendar days' notice period. This Agreement may be terminated by the Owner's City Manager or City Manager's Designee for any reason upon fifteen 1 calendar days' written notice to Profes Tonal Firlil. In the event of termination through no fault of the Professional Firm, Profes Mal Firm shall he equitably compensated for all Professional Firm Services perfornied and Reimbursable Expenses incurred prior to termination ill accordance with this Agreement. ARTICLE MISCELLANEOUS PROVISIONS Fnti'ecement. This Agreement supersedes all prior agreements, wr-itten or oral, between Professional �ry117111 i and Owner and constitutes the entire and integrated Agreement and understanding between the parties with respect to the subject matter of the Agreenient. This Agreement pray only be amended by a written instrument signed by both parties. As igpment. This Agreement is a personal service contract for the services of Professional Firm, and Professional Firm's interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a third party. Applicable Law. The Agreement will be governed by and construed under the laws of the State of Texas. Any controversy, claim or dispute arising out of or relating to this Agreement will be brought in a state court of competent jurisdiction in Hays County or, if in federal court, in the Federal Western District ofTexas, Austin Division for trial. Waiver. A delay or omission by either party in exercising any right or power{ under the Agreement shall not be construed as a waiver; of that right or pourer. A. waiver by either party of any term or condition of the Agreement shall not be consti-ued as a waiver of any subsequent breach of that term or condition or of any other term or condition of the Agreement, Severability. If any provision of this Agreement is deternuined to be invalid or unenforceable in any respect, that determination shall not affect any others provision of this Agreement which shall be int it reted as if the invalid or unenforceable provision had not been included. Independent Contractor. Professional Firm recognizes that Professional Firer is engaged as an independent contracture and acicnowled es that Owner shall have no responsibility to provide Professional Firm or its employees with any benefits normally associated with employee status. Professional Firm will neither bold itself out as nor claim to be an officer, partner, employee or agent of Owner. Family Code Child Support Certification. If State funds are being used its in the procurement of the services described in Exhibit A. pursuant to Scetion 231.006, Texas Family Cede, Professional Firm certifies that it is not ineligible to receive the award of or payments under this Agrcement and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. Prohibition on Contracts with Companies Boycottiqg ,Israel. Pursuant to Chapters 2270 and 808, Texas Government Cade, Professional Firm certifies that is not ineligible to receive the award of or payrrrents under the Rev, 0 1/28/19 Page 3 of 16 COIN Approved Revisions 06/20/19