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Docusign Envelope ID: E74COCFE-0064-40D2-A75B-E107999569F8 <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 or reject 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 to the Firm 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 of the Firm under <br />this Agreement. <br />Force Majeure. Professional Firm shall have no liability for any delay caused by an event of force <br />maj eure, 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 <br />the Agreement at any time upon thirty (30) calendar days' notice in writing to the Firm. Upon receipt of such notice, <br />the Firm shall, 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 submit a <br />statement to the appropriate department(s) showing in detail the services performed or items delivered under the <br />Agreement to date of termination. The Owner agrees to compensate the Firm for that portion of the prescribed charges <br />for which 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 <br />effective when delivered by hand delivery or on the third business day after the notice is deposited in the U.S. Mail. <br />Notices 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 />cosmpurchasin gLa)sanmarcostx.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&sanmarcostx.gov <br />If to Professional Firm STV Incorporated <br />12500 San Pedro Ave., Ste 450 <br />San Antono, TX 78216 <br />Attn: Javier Esquivel <br />Javier.Esquivel(a)stvinc.com <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 <br />Parties agree to use the Authorization of Change in Services Form in Exhibit 4 to do so. The Authorization of <br />Rev 12.12.2024 Page 6 of 43 <br />