Res 2024-152 approving a one-year extension of the city’s contract with the Greater San Marcos Partnership (“GSMP”) in the amount of

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SAN MA12C(1!3 THIRD PARTIES; PAYMENT OF ATTORNEYS' FEES; INDEMNITIES; AND CONFIDENTIALITY against the City for its failure to appropriate funds for the (COLLECTIVELY, THE "LIMITATIONS"), AND purposes of this Agreement in any fiscal year other than the TERMS AND CONDITIONS RELATED TO THE year in which this Agreement was executed.The fiscal year for LIMITATIONS WILL NOT BE BINDING ON CITY the City extends from October 1st of each calendar year to EXCEPT TO THE EXTENT AUTHORIZED BY THE September 30th of the following calendar year. LAWS AND CONSTITUTION OF THE STATE OF TEXAS AND THE ORDINANCES OF THE CITY OF 30. Venue. The venue for any ligation arising from this SAN MARCOS,TEXAS. 27. INDEMNITY. THE CONTRACTOR SHALL DEFEND Agreement will be San Marcos,Hays County.Texas. (AT THE OPTION OF THE CITY), INDEMNIFY, AND 31. Dispute Resolution. HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED a. If a dispute arises out of or relates to the Agreement or OFFICIALS HARMLESS FROM AND AGAINST ALL these Terms and Conditions, or a breach thereof, the CLAIMS DIRECTLY ARISING OUT OF, INCIDENT parties agree to negotiate prior to prosecuting a suit for TO, CONCERNING OR RESULTING FROM THE damages. However, this section does not prohibit the FAULT OF THE CONTRACTOR, OR THE filing of a lawsuit to toll the running of a statute of CONTRACTOR'S AGENTS, EMPLOYEES limitations or to seek injunctive relief. Either party OR SUBCONTRACTORS, IN THE may make a written request for a meeting within j PERFORMANCE OF THE CONTRACTOR'S fourteen(14)calendar days after receipt of the request or OBLIGATIONS UNDER THE CONTRACT.NOTHING such later period as agreed by the parties.Each party shall HEREIN SHALL BE DEEMED TO LIMIT include, at a minimum, one (1) senior level THE RIGHTS OF THE CITY OR THE individual with decision-making authority regarding CONTRACTOR (INCLUDING, BUT NOT the dispute. The purpose of this and any subsequent LIMITED TO, THE RIGHT TO SEEK meeting is to attempt in good faith to negotiate a CONTRIBUTION) AGAINST ANY THIRD-PARTY resolution of the dispute. If, within thirty(30) calendar WHO MAY BE LIABLE FOR AN INDEMNIFIED days after such meeting,the parties have not succeeded CLAIM. in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. 28. Termination for Convenience. The City through the City Negotiation may be waived by a written agreement Manager or the City Manager's designee may terminate signed by both parties, in which event the parties may the Agreement at any time upon thirty (30) calendar days' proceed directly to mediation as described below. notice in writing to Contractor. Upon receipt of such b. If the efforts to resolve the dispute through negotiation notice, Contractor shall, unless the notice directs fail, or the parties waive the negotiation process, the otherwise, discontinue all services in connection with the parties may select, within thirty (30) calendar days, a performance of the Agreement. As soon as practicable mediator trained in mediation skills to assist with after the receipt of notice of termination, Contractor shall resolution of the dispute. Should they choose this submit a statement to the appropriate department(s) option,the City and the Contractor agree to act in good showing in detail the services performed or items delivered faith in the selection of the mediator and to give under the Agreement to date of termination. The City consideration to qualified individuals nominated to act as agrees to compensate the Contractor for that portion of the mediator. Nothing in the Contract prevents the parties prescribed charges for which the services were actually from relying on the skills of a person who is performed or items delivered under the Agreement and not trained in the subject matter of the dispute or a contract previously paid. interpretation expert. The parties agree to participate 29. Termination Due to Loss of Funding. If City funds are in mediation in good faith for up to thirty(30)calendar utilized to fund any part of this Agreement, the Contractor days from the date of the first mediation session.The City understands that those City funds for the payment for work and Contractor will share the mediator's fees equally Y performed by the Contractor under this Agreement have and the parties will bear their own costs of been provided through the City's budget approved by City participation such as fees for any consultants or Council for the current fiscal year only. State statutes attorneys they may utilize to represent them or prohibit the obligation and expenditure of public funds otherwise assist them in the mediation. beyond the fiscal year for which a budget has been 32. Prohibition on Contracts with Companies Boycotting approved. The City cannot guarantee the availability of Israel. Pursuant to Chapter 2270 and 808, Texas Government funds, and enters into this Agreement only to the extent Code, Contractor certifies that is not ineligible to receive the such funds are made available. The Contractor award of or payments under the Agreement and acknowledges and agrees that it will have no recourse acknowledges that the Agreement may be terminated and payment may be withheld if this certification is inaccurate. Rev.05.15.20 Page 5 of 7