Laserfiche WebLink
THIRD PARTIES; PAYMENT OF ATTORNEYS’ <br />against the City for its failure to appropriate funds for the <br />FEES; INDEMNITIES; AND CONFIDENTIALITY <br />purposes of this Agreement in any fiscal year other than the <br />(COLLECTIVELY, THE “LIMITATIONS”), AND <br />year in which this Agreement was executed. The fiscal year <br />TERMS AND CONDITIONS RELATED TO THE <br />for the City extends from October 1st of each calendar year <br />LIMITATIONS WILL NOT BE BINDING ON CITY <br />to September 30th of the following calendar year. <br />EXCEPT TO THE EXTENT AUTHORIZED BY THE <br />LAWS AND CONSTITUTION OF THE STATE OF 30.Venue. The venue for any ligation arising from this <br />TEXAS AND THE ORDINANCES OF THE CITY OF <br />Agreement will be San Marcos, Hays County. Texas. <br />SAN MARCOS, TEXAS. <br />31.Dispute Resolution. <br />27.INDEMNITY. THE CONTRACTOR SHALL DEFEND <br />a.If a dispute arisesoutoforrelatestotheAgreementor <br />(AT THE OPTION OF THE CITY), INDEMNIFY, AND <br />these Terms and Conditions, or a breach thereof, the <br />HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, <br />parties agree to negotiate prior to prosecuting a suit for <br />OFFICERS, EMPLOYEES AND ELECTED <br />damages. However, this section does not prohibit the <br />OFFICIALS HARMLESS FROM AND AGAINST ALL <br />filing of a lawsuit to toll the running of a statute of <br />CLAIMS DIRECTLY ARISING OUT OF, INCIDENT <br />limitations or to seek injunctive relief. Either party <br />TO, CONCERNING OR RESULTING FROM THE <br />may make a written request for a meeting within <br />FAULT OF THE CONTRACTOR, OR THE <br />fourteen (14) calendar days after receipt of the request <br />CONTRACTOR'S AGENTS, EMPLOYEES OR <br />or such later period as agreed by the parties. Each party <br />SUBCONTRACTORS, IN THE PERFORMANCE OF <br />shall include, at a minimum, one (1) senior level <br />THE CONTRACTOR’S OBLIGATIONS UNDER THE <br />individual with decision-making authority regarding <br />CONTRACT. NOTHING HEREIN SHALL BE <br />the dispute. The purpose of this and any subsequent <br />DEEMED TO LIMIT THE RIGHTS OF THE CITY OR <br />meeting is to attempt in good faith to negotiate a <br />THE CONTRACTOR (INCLUDING, BUT NOT <br />resolution of the dispute. If, within thirty (30) calendar <br />LIMITED TO, THE RIGHT TO SEEK <br />days after such meeting, the parties have not succeeded <br />CONTRIBUTION) AGAINST ANY THIRD-PARTY <br />in negotiating a resolution of the dispute, they will <br />WHO MAY BE LIABLE FOR AN INDEMNIFIED <br />proceed directly to mediation as described below. <br />CLAIM. <br />Negotiation may be waived by a written agreement <br />signed by both parties, in which event the parties may <br />28.Termination for Convenience. The City through the City <br />proceed directly to mediation as described below. <br />Manager or the City Manager’s designee may terminate <br />b.If the efforts to resolve the dispute through negotiation <br />the Agreement at any time upon thirty (30) calendar days’ <br />fail, or the parties waive the negotiation process, the <br />notice in writing to Contractor. Upon receipt of such <br />parties may select, within thirty (30) calendar days, a <br />notice, Contractor shall, unless the notice directs <br />mediator trained in mediation skills to assist with <br />otherwise, discontinue all services in connection with the <br />resolution of the dispute. Should they choose this <br />performance of the Agreement. As soon as practicable <br />option, the City and the Contractor agree to act in good <br />after the receipt of notice of termination, Contractor shall <br />faith in the selection of the mediator and to give <br />submit a statement to the appropriate department(s) <br />consideration to qualified individuals nominated to act <br />showing in detail the services performed or items delivered <br />as mediator. Nothing in the Contract prevents the <br />under the Agreement to date of termination. The City <br />parties from relying on the skills of a person who is <br />agrees to compensate the Contractor for that portion of the <br />trained in the subject matter of the dispute or a contract <br />prescribed charges for which the services were actually <br />interpretation expert. The parties agree to participate <br />performed or items delivered under the Agreement and not <br />in mediation in good faith for up to thirty (30) calendar <br />previously paid. <br />days from the date of the first mediation session. The <br />City and Contractor will share the mediator’s fees <br />29.Termination Due to Loss of Funding. If City funds are <br />equally and the parties will bear their own costs of <br />utilized to fund any part of this Agreement, the Contractor <br />participation such as fees for any consultants or <br />understands that those City funds for the payment for work <br />attorneys they may utilize to represent them or <br />performed by the Contractor under this Agreement have <br />otherwise assist them in the mediation. <br />been provided through the City's budget approved by City <br />Council for the current fiscal year only. State statutes <br />32.Prohibition on Contracts with Companies Boycotting <br />prohibit the obligation and expenditure of public funds <br />Israel. Pursuant to Chapter 2270 and 808, Texas Government <br />beyond the fiscal year for which a budget has been <br />Code, Contractor certifies that is not ineligible to receive the <br />approved. The City cannot guarantee the availability of <br />award of or payments under the Agreement and <br />funds, and enters into this Agreement only to the extent <br />acknowledges that the Agreement may be terminated and <br />such funds are made available. The Contractor <br />payment may be withheld if this certification is inaccurate. <br />acknowledges and agrees that it will have no recourse <br />Rev. 05.15.20Page 5of 7 <br /> <br />