Res 2024-012 approving an agreement with Halff Associates, Inc. to provide on-call professional services related to Stormwater Master Plan update/development review and modeling assistance in the estimated amount of $950,000.00

Home Browse Search

DocuSign Envelope ID:Al FOD76C-8E37-4295-A08C-9A99498B56F7 known to the public,shall be confidential and Professional Firm shall not disclose any such confidential information,unless required by law. The Firm shall not announce or advertise its engagement by Owner in connection with the Project or publicly release any information regarding the Project without the prior written approval of Owner. Termination Due to Loss of Funding. If Owner funds are utilized to fund any part of this Agreement,the Firm understands that those Owner funds for the payment for work performed by the Firm under this Agreement have been provided through the Owner's budget approved by Owner Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The Owner cannot guarantee the availability of funds and enters into this Agreement only to the extent such funds are made available. The Firm acknowledges and agrees that it will have no recourse against the Owner for its failure to appropriate funds for the purposes of this Agreement in any fiscal year other than the year in which this Agreement was executed. The fiscal year for the Owner extends from October 1 st of each calendar year to September 30th of the following calendar year. Ethics Matters; No Financial Interest. Firm and its employees, agents, representatives, and subcontractors have read and understand Owner's Ethics Policy available at http://www.sanmarcostx.gov/380/L,thics, and applicable state ethics laws and rules. Neither Professional Firm nor its employees,agents,representatives or subcontractors will assist or cause Owner employees to violate Owner's Conflicts of Interest Policy, provisions described by Owner's Standards of Conduct Guide, or applicable state ethics laws or rules. Professional Firm represents and warrants that no member of the City Council of San Marcos has a direct or indirect financial interest in the transaction that is the subject of this Agreement. Subcontracting. The Professional Firm will not subcontract any work under this Agreement without prior written approval from the Owner. In the event approval is given by the Owner,the Professional Firm will specify any work or services,the appropriate insurance requirements and miscellaneous provisions by separate written agreement with the subcontractor. Mutual Waiver of Consequential Damages. In no event shall either party be liable,whether in contract or tort or otherwise,to the other party for loss of profits, delay damages, or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever. Texas Tax Code 171.1011(g)(3) Notwithstanding anything in this agreement and for the purpose of complying with Texas Tax Code 171.1011(g)(3),the City agrees to the following: (1) Prior to commencing performance under this Agreement,Firm will provide the City with a list of proposed subconsultants, subcontractors, or agents to be used in Professional Firm's services under this Agreement. The City shall have the right to accept or reject the use of any subconsultant, subcontractor,or agent on the Professional Firm's list. Such acceptance or 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 the 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 Firm's use of any such subconsultant, subcontractor or agent of the Firm under this Agreement. Limitation of Liability. In recognition of the relative risks and benefits of the Agreement to both the Owner and the Firm,to the fullest extent permitted under applicable law, Owner agrees that the Firm'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 the Firm. Upon receipt of such notice,the Firm Rev 04.01.2022 Page 5 of 9