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then the non- defaulting party may terminate this Agreement upon written notice. Either party <br />may exercise its remedies for default in conjunction with one another or separately, and <br />together with any other statutory or common law remedies available to such party. Any <br />failure by the non -defaulting party to enforce this Agreement with respect to one or more <br />defaults by the defaulting party will not waive the non -defaulting party's ability to enforce the <br />Agreement after that time. <br />The City may terminate this Agreement for any reason by providing six months' advance <br />written notice of termination to CARTS. If the City terminates for any reason other than a <br />default by CARTS, CARTS shall be entitled to receive payments for services performed in <br />operating and maintaining the System and winding down through the termination date stated <br />in the notice. CARTS may terminate this Agreement for any reason by providing six months' <br />advance written notice of termination to the City. CARTS shall be entitled to receive <br />payments for expenses reasonably incurred in operating the System and winding down through <br />the termination date stated in the notice. <br />19. Dispute Resolution <br />a. Notice & Conferences. If a party believes that the other has not met, or is not <br />meeting, an obligation under this Agreement, the party will contact the other's contact person <br />listed in Section 17 to discuss the issue. If discussions do not resolve the issue, then the party will <br />notify the other in writing of the complaint with reasonable detail to permit the other party to <br />address the issue. The other party will then have a reasonable time—ordinarily not to exceed 30 <br />calendar days to address and improve its performance. <br />If these discussions do not resolve an issue, then the City and CARTS shall select <br />designees to meet in person to discuss and try to resolve any issue. This process should take no <br />more than five business days, unless the parties agree otherwise. By enacting and adopting this <br />Agreement, the City and CARTS authorize said designees to resolve such issues without separate <br />contemporaneous approval, so long as they do not materially increase the obligations assumed <br />by their respective principals in this Agreement's express terms. <br />If these efforts don't resolve the issue, then the parties on each side of a dispute may write <br />a letter to the others' governing body. Each party will circulate the other's letter to its governing <br />board. <br />b. Prerequisites to a Lawsuit or Other Proceeding. The parties recognize that each <br />are bound to the Texas Open Meetings Act and other regulations which may, in some cases, <br />result in delays in the parties' respective designees securing authority necessary to resolve a <br />dispute. No party may file a claim or lawsuit in any forum before the parties are finished using <br />the above procedures, have had an opportunity to deliberate on the matter at a properly noticed <br />meeting of its governing body, and the parties have participated in mediation with a mediator <br />qualified and experienced in public -safety contracts of this or a similar nature. A court or other <br />City of San Marcos Public Transit System October 1, 2020 <br />CARTS Interlocal Agreement P. 6 <br />