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THIRD PARTIES; PAYMENT OF <br />ATTORNEYS' FEES; <br />INDEMNITIES; AND <br />CONFIDENTIALITY <br />(COLLECTIVELY, THE "LIMITATIONS"), <br />AND TERMS AND CONDITIONS <br />RELATED TO THE LIMITATIONS WILL <br />NOT BE BINDING ON CITY EXCEPT TO <br />THE EXTENT AUTHORIZED BY THE LAWS <br />AND CONSTITUTION OF THE STATE OF <br />TEXAS AND THE ORDINANCES OF THE <br />CITY OF SAN MARCOS, TEXAS. <br />27. INDEMNITY. THE CONTRACTOR SHALL <br />DEFEND (AT THE OPTION OF THE CITY), <br />INDEMNIFY, AND HOLD THE CITY, ITS <br />SUCCESSORS, ASSIGNS, OFFICERS, <br />EMPLOYEES AND ELECTED <br />OFFICIALS HARMLESS FROM AND <br />AGAINST ALL CLAIMS DIRECTLY ARISING <br />OUT OF, INCIDENT TO, CONCERNING OR <br />RESULTING FROM THEFAULT OF <br />THE CONTRACTOR, OR <br />THE CONTRACTOR'S AGENTS, <br />EMPLOYEES OR <br />SUBCONTRACTORS, IN THE <br />PERFORMANCE OF THE CONTRACTOR'S <br />OBLIGATIONS UNDER THE CONTRACT. <br />NOTHING HEREIN SHALL BE <br />DEEMED TO LIMIT THE RIGHTS OF THE <br />CITY OR THE CONTRACTOR <br />(INCLUDING, BUT NOT <br />LIMITED TO, THE RIGHT TO <br />SEEK CONTRIBUTION) AGAINST <br />ANY THIRD -PARTY WHO MAY BE <br />LIABLE FOR AN INDEMNIFIED CLAIM. <br />28. Termination for Convenience. The City through <br />the City Manager or the City Manager's designee <br />may terminate <br />the Agreement at any time upon thirty (30) calendar <br />days' notice in writing to Contractor. Upon <br />receipt of such notice, Contractor shall, <br />unless the notice directs otherwise, <br />discontinue all services in connection with the <br />performance of the Agreement. As soon as <br />practicable after the receipt of notice of termination, <br />Contractor shall submit a statement to the <br />appropriate department(s) showing in detail the <br />services performed or items delivered under the <br />Agreement to date of termination. The City <br />agrees to compensate the Contractor for that portion <br />of the prescribed charges for which the services <br />were actually performed or items delivered under <br />the Agreement and not previously paid. <br />29. Termination Due to Loss of Funding. If City <br />funds are utilized to fund any part of this <br />Agreement, the Contractor understands that those <br />City funds for the payment for work performed by <br />the Contractor under this Agreement have been <br />provided through the City's budget approved by <br />City Council for the current fiscal year only. <br />State statutes prohibit the obligation and <br />expenditure of public funds beyond the fiscal <br />year for which a budget has been approved. <br />The City cannot guarantee the availability of <br />funds, and enters into this Agreement only to <br />the extent such funds are made <br />available. The Contractor acknowledges <br />and agrees that it will have no recourse <br />EDSM Approved on Aug. 22, 2025: One -Year Extension (Clean Version) Page 21 of 25 <br />