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Section 8.01. No Joint Venture. It is understood and agreed between the parties that the <br />City and Upland, in executing this Agreement, and in performing their respective obligations, are <br />acting independently, and not in any form of partnership or joint venture. THE CITY ASSUMES <br />NO RESPONSIBILITIES OR LIABILITIES TO ANY THIRD PARTIES IN CONNECTION <br />WITH THIS AGREEMENT, AND UPLAND AGREES TO INDEMNIFY, DEFEND AND <br />HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS FROM <br />ANY SUCH LIABILITIES. <br />Section 8.02. Personal Liability of Public Officials. No employee or elected official of <br />the City shall be personally responsible for any liability arising under or growing out of this <br />Agreement. <br />Section 8.03. Notices. All notices required by this Agreement will be delivered to the <br />following by certified mail or confirmed electronic mail transmission: <br />Mark B. Prior, Chairman <br />Upland Analytics, Inc. <br />1913 Dutton Drive, Suite 401 <br />San Marcos, TX 78666 <br />E -mail: markprior @uplandanalytics.com <br />City Manager <br />City of San Marcos <br />630 East Hopkins <br />San Marcos, Texas 78666 <br />E -mail: citymanagerinfo @sanmarcostx.gov <br />Each party will notify the other party in writing of any change in information required for notice <br />under this paragraph. <br />Section 8.04. Nondiscrimination. Upland agrees to maintain policies to prohibit unlawful <br />discrimination under applicable state and federal laws in the provision of services or in employment <br />practices in its business operations. <br />Section 8.05. Applicable Law and Venue. This Agreement will be construed under the <br />laws of the State of Texas. The term "will" is mandatory in this Agreement. This Agreement is <br />performable in Hays County, Texas. Mandatory venue for any action under this Agreement will be <br />