Res 2019-053/approving a one-year agreement between the City and Southwest Land Services, Inc

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DocuSign Envelope ID: 2CE1A3E3-D194-4667-B43E-97675D701C4C for the Service Deliverables. Contractor will not use Service Deliverables in any manner for any other purpose without the express written consent of City. 9. Assignment. Contractor's interest in this Agreement (including Contractor's duties and obligations under this Agreement, and the fees due to Contractor under this Agreement) may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, without the express written consent of City. The benefits and burdens of this Agreement are assignable by City. 10. Order of Precedence. This Agreement includes by reference, the provisions of the solicitation documents, Contractor's response to the solicitation, the exhibits or attachments to this Agreement. In case of any conflict among the provisions of this Agreement, the following descending order of precedence will be observed: 10.1 This Agreement and Standard Terms and Conditions; 10.2 Exhibit A; 10.3 Solicitation Documents 10.4 Contractor's Response to Solicitation 10.5 Other exhibits and attachments to this Agreement In the event of any conflict between the Agreement and the provisions of any exhibits or attachments to this Agreement, this Agreement will govern and control. 11. Additional Services/Change or Delay in Services. The City may direct the Contractor to perform services outside of the scope of the Services. The Contractor will submit a written estimate of fees to the City and obtain the City's authorization before initiating any additional services. Each material change (deletion or addition) in the services to be provided by Contractor must be authorized by the City on the Authorization of Change in Services, Exhibit B to this Agreement. Compensation for additional services will be in addition to that specified for the Services. The approval of the City Council is necessary for all additional services the compensation for which exceeds $50,000. No charge will be made by the Contractor for any hindrance or delay from any cause whatever during the progress of any portion of its work that can reasonably be contemplated by the scope of work, but the City may grant an extension of time for the completion of the work, provided it has satisfied that such delays or hindrances were due to extraordinary causes or to the acts of omission or commission by the City. Any such extension of time will be provided utilizing the City's Authorization of Change in Services form. 12. Force Majeure. Neither City nor Contractor will be liable for any delay in the performance of this Agreement, nor for any other breach, nor for any loss or damage arising from uncontrollable forces such as fire, theft, storm, war, or any other force maj cure that could not have been reasonably avoided by exercise of due diligence. 13. Termination. City may terminate this Agreement in accordance with the Standard Terms and Conditions. Upon such termination, City will pay Contractor, at the rate set out in Exhibit A, for Services satisfactorily performed through the date of termination. Notwithstanding any provision in this Agreement to the contrary, City will not be required to pay or reimburse Contractor for any Services performed or for expenses incurred by Contractor after the date of the termination notice that could have been avoided or mitigated by Contractor. 14. Notice. Any notices required under this Agreement will be made in writing, postage prepaid to the following addresses, and will be deemed given up hand delivery, verified delivery by telecopy (followed by copy sent by United States Mail), or three days after deposit in the United States Mail: CITY: The City of San Marcos Attn: City Manager's Office 630 East Hopkins Street San Marcos, TX 78666 CONTRACTOR: Southwest Land Services, Inc. Attn: Mr. David Singleton P.O. Box 984 Leander, TX 78646-0984 Office: 512-259-9000 Mobile: 512-848-6555 IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set forth opposite the signatures of their authorized representatives to be effective for all purposes on the Effective Date written above: Rev 2/12/19 Page 2 of 5