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Docusign Envelope ID:3EDD0960-FFF6-43E2-8E49-1A7B2008A238 <br /> dispute,they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement <br /> signed by both parties,in which event the parties may proceed directly to mediation as described below. <br /> If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the <br /> parties may select,within thirty(30)calendar days, a mediator trained in mediation skills to assist with resolution of the <br /> dispute. Should they choose this option,the Owner and the Firm agree to act in good faith in the selection of the mediator <br /> and give consideration to qualified individuals nominated to act as mediator.Nothing in the Contract prevents the parties <br /> from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. <br /> The parties agree to participate in mediation in good faith for up to thirty (30)calendar days from the date of the first <br /> mediation session. The Owner and Firm will share the mediator's fees equally and the parties will bear their own costs <br /> of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them <br /> in the mediation. <br /> ARTICLE 6 <br /> PROJECT TERMINATION OR SUSPENSION <br /> This Agreement may be terminated by either party upon seven days written notice should the other party fail <br /> substantially to perform in accordance with its terms through no fault of the terminating party and such failure is not fully <br /> cured in the seven(7)calendar days'notice period. This Agreement may be terminated by the Owner's City Manager or <br /> City Manager's Designee for any reason upon fifteen(15)calendar days'written notice to the Firm. <br /> In the event of termination through no fault of the Firm, the Firm shall be equitably compensated for all <br /> Professional Services performed and Reimbursable Expenses incurred prior to termination in accordance with this <br /> Agreement. <br /> ARTICLE 7 <br /> MISCELLANEOUS PROVISIONS <br /> Entire Agreement. This Agreement supersedes all prior agreements,written or oral,between the Firm and Owner <br /> and constitutes the entire and integrated Agreement and understanding between the parties with respect to the subject <br /> matter of the Agreement. This Agreement may only be amended by a written instrument signed by both parties. <br /> Assignment. This Agreement is a personal service contract for the services of Professional Firm,and Professional <br /> Firm's interest in this Agreement,duties hereunder and/or fees due hereunder may not be assigned or delegated to a third <br /> party. <br /> Applicable Law. The Agreement will be governed by and construed under the laws of the State of Texas. Any <br /> controversy, claim or dispute arising out of or relating to this Agreement will be brought in a state court of competent <br /> jurisdiction in Hays County or,if in federal court,in the Federal Western District of Texas,Austin Division for trial. <br /> Waiver. A delay or omission by either party in exercising any right or power under the Agreement shall not be <br /> construed as a waiver of that right or power. A waiver by either party of any term or condition of the Agreement shall not <br /> be construed as a waiver of any subsequent breach of that term or condition or of any other term or condition of the <br /> Agreement. <br /> Severability. If any provision of this Agreement is determined to be invalid or unenforceable in any respect,that <br /> determination shall not affect any other provision of this Agreement which shall be interpreted as if the invalid or <br /> unenforceable provision had not been included. <br /> Independent Contractor. Professional Firm recognizes that it is engaged as an independent contractor and <br /> acknowledges that Owner shall have no responsibility to provide Professional Firm or its employees with any benefits <br /> normally associated with employee status. The Firm will neither hold itself out as nor claim to be an officer,partner, <br /> employee or agent of Owner. <br /> Family Code Child Support Certification. If State funds are being used in in the procurement of the services <br /> described in Exhibit A, pursuant to Section 231.006, Texas Family Code, Professional Firm certifies that it is not <br /> ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may be <br /> terminated and payment may be withheld if this certification is inaccurate. <br /> Rev 11.14.2023 Page 3 of 12 <br />