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REV 11.21.17 <br /> Mutual Waiver of Consequential Damages. In no event shall either party be liable, <br /> whether in contract or tort or otherwise,to the other party for loss of profits,delay damages, <br /> or for any special incidental or consequential loss or damage of any nature arising at any time <br /> or from any cause whatsoever. <br /> Texas Tax Code 171.1011(g)(3). Notwithstanding anything in this agreement and <br /> for the purpose of complying with Texas Tax Code 171.1011(g)(3), the City agrees to the <br /> following: <br /> (1) Prior to commencing performance under this Agreement, Professional Firm will provide <br /> the City with a list of proposed subconsultants, subcontractors, or agents to be used in <br /> Professional Firm's services under this Agreement. The City shall have the right to accept <br /> or reject the use of any subconsultant, subcontractor, or agent on the Professional Firm's <br /> list. Such acceptance or rejection shall be given within a commercially reasonable time <br /> from the date the Professional Firm delivers it.and; <br /> (2) Any payment made by the Owner to Professional Firm that includes fees payable to a <br /> subconsultant, subcontractor or agent of Professional Firm under this Agreement shall <br /> constitute an acceptance by the Owner of Professional Firm's use of any such subeonsultant, <br /> subcontractor or agent of Professional Firm under this Agreement. <br /> Limitation of Liability. In recognition of the relative risks and benefits of the Agreement <br /> to both the Owner and Professional Firm,to the fullest extent permitted under applicable <br /> law, Owner agrees that Professional Finn's total liability for any and all claims,losses, costs, <br /> damages, or expenses including,without limitation,reasonable attorneys'fees and costs,of <br /> any nature whatsoever,shall not exceed the Professional Firm's total fee under the <br /> Agreement. It is intended that this limitation of liability shall apply to any and all liability or <br /> cause of action,whether in contract,warranty,tort,or otherwise, however alleged or arising. <br /> Force Majeure. Professional Firm shall have no liability for any delay caused by an <br /> event of force majeure,the Owner or any of its consultant's or contractors,or <br /> circumstances outside of its reasonable control. <br /> Termination for Convenience.The Owner may terminate the Agreement at any time upon 30- <br /> calendar days notice in writing to Professional Firm. Upon receipt of such notice,Professional Firm shall, <br /> unless the notice directs otherwise,discontinue all services in connection with the performance of the <br /> Agreement. As soon as practicable after the receipt of notice of termination,Professional Firm shall <br /> submit a statement to the appropriate departments)showing in detail the services performed or items <br /> delivered under the Agreement to date of termination. The Owner agrees to compensate the Professional <br /> Firm for that portion of the prescribed charges for which the services were actually performed or items <br /> delivered under the Agreement and not previously paid. <br /> Notices. All notices referenced in this Agreement shall be provided in writing. Notices shall be <br /> deemed effective when delivered by hand delivery or on the third business day after the notice is deposited <br /> in the U.S.Mail.Notices shall be sent to the following addresses: <br /> Page 6of26 <br />