Res 2021-024/approving MOU-Keep Texas Beautiful providing for the award to the City (Keep San Marcos Beautiful Initiative)

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8.2 Force Majeure. It is expressly understood and agreed by the parties to this Agreement that, if the performance of any provision of this Agreement is delayed by force majeure, defined as reason of war, civil commotion, act of God, governmental restriction, regulation or interference, fire, explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the period of time applicable to such requirement shall be extended for a period of time equal to the period of time such party was delayed. Each party must inform the other in writing within reasonable time of the existence of such force majeure. 8.3 Property Insurance. The SUBRECIPIENT must maintain sufficient property insurance or self-insurance for the repair or replacement of any equipment/technology funded under this Agreement, unless otherwise expressly agreed upon in writing by KTB. 8.4 Insurance Claims. Any insurance proceeds received by or on behalf of the SUBRECIPIENT under an insurance policy due to the damage or destruction of equipment, vehicles, engines and/or technologies funded under this Agreement must be utilized to repair or acquire an equivalent or better low emissions engine/technology or be paid to KTB. 8.5 Indemnification. To the extent authorized by law, the SUBRECIPIENT shall indemnify, save and hold KTB its officials, officers, and employees harmless from any and all actions, obligations, claims, damages, expenses, costs of any kind, debts, negligence, and liabilities arising from, or in any way related to, acts or omissions of the SUBRECIPIENT, its employees, volunteers, subcontractors, or clientele, in the performance of, or failure to perform under, this Agreement. 8.6 Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and shall not in any way affect, limit, amplify, or modify its terms and provisions. 8.7 Disputes and Remedies. The SUBRECIPIENT and KTB shall negotiate in good faith toward resolving any disputes that arise under this Agreement. This agreement does not limit any remedy or right under law available to a Party to enforce the terms herein. 8.8 Notice. All notices regarding this Agreement shall be in writing and shall be delivered to the persons identified below: KTB Mailing Address: 8850 Business Park Drive Suite 200 Austin, TX 78759 KTB Project Manager Sara Nichols Subrecipient Mailing Address: The City of San Marcos Keep San Marcos Beautiful 630 E. Hopkins St. Memorandum of Understanding Page 2