Res 2022-215R/Approving a Change in Service to the agreement with The Normandy Group, LLP relating to the provision of Federal Governmental Relations Services to extend the contract for two years in the estimated amount of $300,000.00

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DocuSign Envelope ID:17EE4380-9820-4D47-961E-38D33339D45C 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 Finn 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 Finn 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 Finn's total liability for any and all claims,losses,costs,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 Majeure. 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 circumstances 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 Finn. Upon receipt of such notice, Professional Finn shall,unless the notice directs otherwise,discontinue all services in connection with the performance of the Agreement. As soon as practicable after the receipt of notice of tennination,Professional Finn 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 portion of the prescribed charges for which the services 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 hand delivery or on the third business day after the notice is deposited in the U.S.Mail.Notices shall be sent 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 With Copies to: The City of San Marcos 630 East Hopkins Street San Marcos,Texas 78666 Attn:City Attorney's Office U�pLl tnRidl)�sa 11 If to Professional Finn The Normandy Group,LLC 1146 191h Street,NW,Suite 350 Washington,DC 20036 The parties may designate alternative persons or addresses for receipt of notices by written notice. Chances in Service.If a Party requires a change or amendment to this Agreement or its Exhibits,the Parties agree to use the Authorization on Change in Services Form in Exhibit 3 to do so. The Authorization on Change in Services Form must be agreed to and signed by both Par-ties before any change to this Agreement is effective. Rev.08/21/18 Page of 11