Res 2024-225 approving an agreement with Community Action, Inc., of Central Texas to provide personnel to serve as a Youth Services Director to administer youth services and programs for the benefit of the City

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ARTICLE 8 HOLD HARMLESS AND INDEMNITY CAI shall hold the City, Texas State University, Hays County and San Marcos Consolidated Independent School District, and their respective, officers, agents and employees harmless and free fi°om any loss, damage or expense arising out of any occurrence relating to this Agreement or its performance and shall indemnify the City, Texas State University, Hays County and San Marcos Consolidated Independent School District, and their respective officers, agents and employees, customers, agents, successors and assigns against any damage or claim of any type arising from the negligent or intentional acts or omission of CAI, its employees, agents and/or assigns. ARTICLE 9 DISPUTE RESOLUTION 9.1 If a dispute arises out of or relates to this Agreement or these Terms and Conditions, or a breach thereof,the parties agree to negotiate prior to prosecuting a suit for damages.However,this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief.Either party may make a written request for a meeting within fourteen(14)calendar days after receipt of the request or such later period as agreed by the parties.Each party shall include,at a minimum,one(1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If,within thirty(30) calendar days after such meeting,the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties,in which event the parties may proceed directly to mediation as described below. 9.2 If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process,the parties may select,within thirty(30)calendar days,a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option,the City and the CAI agree to act in good faith in the selection of the mediator and consider qualified individuals nominated to act as mediator.Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. The parties agree to participate in mediation in good faith for up to thirty(30)calendar days from the date of the first mediation session. The City and CAI will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. ARTICLE 10 TERMINATION OR SUSPENSION 10.1 This Agreement may be tenninated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terns through no fault of the terminating party and such failure is not fully cured in the seven-day notice period. This Agreement may be terminated by the City for any reason upon 30 days' written notice of termination to CAI.Upon receipt of such notice, CAI shall, unless the notice directs otherwise, discontinue all services in connection with the performance of this Agreement.