Res 2019-058/approving an Agreement with LNV, Inc. for the provision of Professional Engineering Services for the Linda Drive Improvements Project in the estimated amount of $875,688

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DocuSign Envelope ID: 11985370.14E9-4050-AADl-89QIA5D5DD16 rejection shall be given within a commercially reasonable time from the date the Professional Firm delivers it. and; (2) Any payment made by the Owner to Professional Firm that includes fees payable to a subconsultant, subcontractor or agent of Professional Firm under this Agreement shall constitute an acceptance by the Owner of Professional Firm's use of any such subconsultant, subcontractor or agent of Professional Firm under this Agreement. Limitation of_Liability. In recognition of the relative risks and benefits of the Agreement to both the Owner and Professional Firm, to the fullest extent .permitted under applicable law, Owner agrees that Professional Firm's total liability for any and all claims, lasses, casts, damages, or expenses including, without limitation, reasonable attorneys' fees and costs, of any nature whatsoever, shall not exceed the Professional Firm's total fee under the Agreement. It is intended that this limitation of liability shall apply to any and all liability or cause of action, whether in contract, warranty, tort, or otherwise, however alleged or arising. Force 1 .ajeure. Professional Firm shall have no liability for any delay caused by an event of force majeure, the Owner or any of its consultant's or contractors, or cir-curnstances outside of its reasonable control. Termination for Convenience, The Owner's City Manager or the City Manager's designee may terminate the Agreement at any time upon thirty (30) calendar days' notice in writing to Professional Firm. Upon receipt of such notice, Professional Firm shall, unless the notice directs otherwise, discontinue all set -vices in connection with the performance of the Agreement. As soon as practicable after the receipt of notice of termination, Professional .Firm shall submit a statement to the appropriate department(s) showing in detail the services performed or items delivered under the Agreement to date of termination. The Owner agrees to compensate the Professional Firm for that poition of the prescribed charges for which the sen4 es were actually performed or items delivered under the Agreement and not previously paid. Notices. All notices referenced in this Agreement shall be provided in writing. Notices shall be deemed effective when delivered by nand delivery or on the third business day after the notice is deposited in the U.S. flail. ?Notices shall be seat to the following addresses: .If to Owner: The City of San Marcos 630 .East Hopkins Street San Marcos, Texas 78666 Attn: City Purchasing Manager's Office CCSsmnur'c:1�,I_s111a!,d)sanman,: SuN �ov With Copies to: The City of San .lvl arcos 630 East Hopkins Street SanMarco , Texas 78666 Attn: City Attorney's Office If to Professional Fain LNV, Inc. 8918 Tesoro Drive, Suite 401 San Antonio, TX 78217 c1.t€d'"x[`i The parties may designate alternative persons or addresses for receipt of notices by wrritten notice. Changes in Service. If a Party requires a change or amendment to this Agreement or its Exhibits, the Parties agree to use the Authorization. of Change in Services Forth in Exhibit 4 to do so. The Authorization of Change in Services Fora must be agreed to and signed by both Parties before any change to this Agreement is effective. Reis. 01/28/19