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DocuSign Envelope ID:75FE39C7-BC6A-40EE-BF86-44BCFC63729F <br /> City Council of San Marcos has a direct or indirect financial interest in the transaction that is the subject of <br /> this Agreement. <br /> 30. Subcontracting. The Contractor will not subcontract any work under this Agreement without prior written <br /> approval from the Owner. In the event approval is given by the Owner, the Professional Contractor will <br /> specify any work or services,the appropriate insurance requirements and miscellaneous provisions by separate <br /> written agreement with the subcontractor. <br /> 31. Mutual Waiver of Consequential Damages. In no event shall either party be liable, whether in contract or <br /> tort or otherwise, to the other party for loss of profits, delay damages, or for any special incidental or <br /> consequential loss or damage of any nature arising at any time or from any cause whatsoever. <br /> 32. Limitation of Liability. In recognition of the relative risks and benefits of the Agreement to both the Owner <br /> and the Contractor, to the fullest extent permitted under applicable law, Owner agrees that the Contractor's <br /> total liability for any and all claims, losses, costs, damages, or expenses including, without limitation, <br /> reasonable attorneys'fees and costs, of any nature whatsoever,shall not exceed the Professional Contractor's <br /> total fee under the Agreement. It is intended that this limitation of liability shall apply to any and all liability <br /> or cause of action,whether in contract,warranty,tort, or otherwise,however alleged or arising. <br /> 33. Force Majeure. Professional Contractor shall have no liability for any delay caused by an event of force <br /> majeure,the Owner or any of its consultant's or contractors,or circumstances outside of its reasonable control. <br /> 34. 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 the Contractor. Upon receipt of such <br /> notice, the Contractor shall, unless the notice directs otherwise, discontinue all services in connection with the <br /> performance of the Agreement. As soon as practicable after the receipt of notice of tennination, Professional <br /> Contractor shall submit a statement to the appropriate department(s)showing in detail the services performed or <br /> items delivered under the Agreement to date of termination. The Owner agrees to compensate the Contractor for <br /> that portion of the prescribed charges for which the services were actually performed, or items delivered under <br /> the Agreement and not previously paid. <br /> 35. 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 <br /> shall 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 /> cosmpurchasing_@salnnarcostx.gov <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 /> Le alg Info@samnarcostx.gov <br /> If to Contractor: Electric Cab North America <br /> 5011 E.Cesar Chavez St. <br /> Austin,Texas 78702 <br /> Attn:Mr. Chris Nielsen <br /> Chris.Nielsen@ecabna.com <br /> Rev 06.13.2022 Page 5 of 12 <br />