Res 2024-111 approving an agreement with Garver, LLC, for services to update the San Marcos Regional Airport Master Plan in the estimated amount of $171,463.50

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Docusign Envelope ID:6235D262-566F-44E2-97FE-4F655390BCEC 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 1st 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 hltp://www.samnarcostx.�4ov/380/Ethics,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 Finn'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 Finn'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 Finn'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 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 Finn'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 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 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 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: Rev 11.14.2023 Page 5 of 11