Res 2025-162 authorizing a contract with Schneider Engineering LLC d/b/a SEnergy for engineering services for regulatory tracking and compliance for a term of five years in the cumulative amount of $104,424.00

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ARTICLE 5 DISPUTE RESOLUTION If a dispute arises out of or relates to the 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 therunning 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. 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. Shouldthey choose this option, the Owner and theFirmagree to act in good faith in the selection of the mediator and give consideration to 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 OwnerandFirmwill 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 6 PROJECT TERMINATION OR SUSPENSION This Agreement may be terminated by either party upon seven days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the terminating party and such failure is not fully cured in the seven(7) calendar days’notice period. This Agreement may be terminated by the Owner’s City Manager or City Manager’s Designeefor any reason uponfifteen (15)calendardays’written notice totheFirm. In the event of termination through no fault of theFirm,theFirmshall be equitably compensated for all ProfessionalServices performed and Reimbursable Expenses incurred prior to termination in accordance with this Agreement. ARTICLE 7 MISCELLANEOUS PROVISIONS Entire Agreement.This Agreement supersedes all prior agreements, written or oral, betweentheFirmand Owner and constitutes the entire and integrated Agreement and understanding between the parties with respect to the subject matter of the Agreement. This Agreement may only be amended by a written instrument signed by both parties. Assignment. This Agreement is a personal service contract for the services ofProfessional Firm, and Professional Firm’s interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a third party. Applicable Law.The Agreement will be governed by and construed under the laws of the State of Texas. Any controversy, claim or dispute arising out of or relating to this Agreement will be brought in a state court of competent jurisdiction in Hays County or, if in federalcourt, in the Federal Western District of Texas, Austin Division for trial. Rev 12.12.2024 Page 3 of 10