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DocuSign Envelope ID: 6D4EA194-5654-4l B5-B3E1-56054B3122E4 <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 constitute an <br />acceptance by the Owner of Professional Firm's use of any such subconsultant, subcontractor or <br />agent of Professional Firm under this Agreement. <br />Limitation of Liability. In recognition of the relative risks and benefits of the Agreement to both the Owner <br />and Professional Finn, to the fullest extent permitted under applicable law, Owner agrees that Professional Firm's total <br />liability for any and all claims, losses, costs, damages, or expenses including, without limitation, reasonable attorneys' <br />fees and costs, of any nature whatsoever, shall not exceed the Professional Firm's total fee under the Agreement. It is <br />intended that this limitation of liability shall apply to any and all liability or cause of action, whether in contract, <br />warranty, tort, or otherwise, however alleged or arising. <br />Force Majeure. Professional Finn shall have no liability for any delay caused by an event of force majeure, <br />the Owner or any of its consultant's or contractors, or circumstances outside of its reasonable control. <br />Termination for Convenience. The Owner's City Manager or the City Manager's designee may terminate the <br />Agreement at any time upon thirty (30) calendar days' notice in writing to Professional Firm. Upon receipt of such notice, <br />Professional Firm shall, unless the notice directs otherwise, discontinue all services in connection with the performance of <br />the Agreement. As soon as practicable after the receipt of notice of termination, Professional Firm shall submit a statement <br />to the appropriate deparhnent(s) showing in detail the services performed or items delivered under the Agreement to date <br />of termination. The Owner agrees to compensate the Professional Firm for that portion of the prescribed charges for which <br />the services were actually performed or items delivered under the Agreement and not previously paid. <br />Notices. All notices referenced in this Agreement shall be provided in writing. Notices shall be deemed effective <br />when delivered by hand delivery or on the third business day after the notice is deposited in the U.S. Mail. Notices shall <br />be sent to the following addresses: <br />If to Owner: The City of San Marcos <br />630 East Hopkins Street <br />San Marcos, Texas 78666 <br />Attn: City Purchasing Manager's Office <br />cc srz7purchq;singO),,samnarcost? .goy <br />With Copies to: The City of San Marcos <br />630 East Hopkins Street <br />San Marcos, Texas 78666 <br />Attn: City Attorney's Office <br />UmLa >cry <br />If to Professional Firm Abercrombie Planning & Design <br />3508 Overton Park Drive West <br />Fort Worth, Texas 76109 <br />Attn: Tommy L. Abercrombie, Ph.D. <br />tornrray("�t> �bcrcrcrmbiecde��gr�,ct7ara <br />The parties may designate alternative persons or addresses for receipt of notices by written notice. <br />Changes in Service. If a Party requires a change or amendment to this Agreement or its Exhibits, the Parties <br />agree to use the Authorization on Change in Services Form in Exhibit 2 to do so. The Authorization on Change in <br />Services Form must be agreed to and signed by both Parties before any change to this Agreement is effective. <br />Rev. 08/21/18 Page 5 of 10 <br />