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Non-Discrimination.TheFirm understands and certifies that it is an Equal Opportunity Employer and <br />does not and will not discriminate in employment and in subcontracts based on race, color, sexual orientation, <br />gender identity, national origin, sex, age, disability or economic condition and prohibits retaliation, discharge, or <br />discrimination against any employee or applicant for employment or against any subcontractor or supplier. <br />Proprietary Interests. All information owned, possessed or used by Owner which is communicated to, <br />learned, developed or otherwise acquired byProfessional Firmin the performance of services for Owner, which is not <br />generally known to the public, shall be confidential andProfessional Firmshall not disclose any such confidential <br />information, unless required by law.TheFirmshall not announce or advertise its engagement by Owner in connection <br />with the Project or publicly release any information regarding the Project withoutthe prior written approval of Owner. <br />Termination Due to Loss of Funding.IfOwnerfunds are utilized to fund any part of this Agreement, theFirm <br />understands that thoseOwnerfunds for the payment for work performed by theFirmunder this Agreement have been <br />provided through theOwner's budget approved byOwnerCouncil for the current fiscal year only. State statutes <br />prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. <br />TheOwnercannot guarantee the availability offunds andenters into this Agreement only to the extent such funds are <br />made available. TheFirmacknowledges and agrees that it will have no recourse against theOwnerfor its failure to <br />appropriate funds for the purposes of this Agreement in any fiscal year other than the year in which this Agreement <br />was executed. The fiscal year for theOwnerextends from October 1st of each calendar year to September 30th of the <br />following calendar year. <br />Ethics Matters; No Financial Interest.Firmand its employees, agents, representatives, and subcontractors <br />have read and understandOwner’sEthicsPolicy available athttp://www.sanmarcostx.gov/380/Ethics,and <br />applicable state ethics laws and rules. NeitherProfessional Firmnor its employees, agents, representatives or <br />subcontractors will assist or causeOwneremployees to violateOwner’s Conflicts of Interest Policy, provisions <br />described byOwner’s Standards of Conduct Guide, or applicable state ethics laws or rules.Professional Firm <br />represents and warrants that no member of theCity Council of San Marcoshas a direct or indirect financial interest <br />in the transaction that is the subject of thisAgreement. <br />Subcontracting.TheProfessional Firmwill not subcontract any work under this Agreement without prior <br />written approval from theOwner. In the event approval is given by theOwner, theProfessional Firmwill specify <br />any work or services, the appropriate insurance requirements and miscellaneous provisions by separate written <br />agreement with the subcontractor. <br />Mutual Waiver of Consequential Damages.In no event shall either party be liable, whether in contract <br />or 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 />Texas Tax Code 171.1011(g)(3).Notwithstanding anything in this agreement and for the purpose of <br />complying with Texas Tax Code 171.1011(g)(3), the City agrees to the following: <br />(1)Prior to commencing performance under this Agreement, Firm will provide the City with a <br />list of proposed subconsultants, subcontractors, or agents to be used in Professional Firm’s <br />services under this Agreement. The City shall have the right to accept orreject the use of any <br />subconsultant, subcontractor, or agent on the Professional Firm’s list. Such acceptance or <br />rejection shall be given within a commercially reasonable time from the date the Professional <br />Firm delivers it,and; <br />(2)Any payment made by the Owner totheFirm that includes fees payable to a subconsultant, <br />subcontractor or agent of Professional Firm under this Agreement shall constitute an acceptance <br />by the Owner of Firm’s use of any such subconsultant, subcontractor or agent oftheFirm under <br />this Agreement. <br />Rev 12.12.2024 Page 5 of 10 <br /> <br />