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subcontract any of its duties under this Agreement, in whole or in part, without the prior written <br />consent of the City. <br />Section 9.05. Waiver. No term or condition of this Agreement shall be deemed to <br />have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, <br />except by written instrument of the party charged with such waiver or estoppel. <br />Section 9.06. Notices. Any notice, statement and/or communication required and/or <br />permitted to be delivered hereunder shall be in writing and shall be mailed by first-class mail, <br />postage prepaid, or delivered by hand, messenger, telecopy, or reputable overnight carrier, and <br />shall be deemed delivered when received at the addresses of the parties set forth below, or at <br />such other address furnished in writing to the other parties thereto: <br />Grifols: <br />Grifols Inc. <br />2410 Lillyvale Avenue <br />Los Angeles, CA 90032 <br />Attn: Legal Department <br />Telephone: 3 23.225.2221 <br />Facsimile: 323.441.7151 <br />City: <br />City of San Marcos <br />630 E. Hopkins <br />San Marcos, Texas 78666 <br />Attn: City Manager <br />Telephone: 512.3 93.8101 <br />Facsimile: 512.396.4656 <br />Section 9.07. Applicable Law and Venue. This Agreement is made, and shall be <br />construed and interpreted under the laws of the State of Texas. Venue for any legal proceedings <br />shall lie in State courts located in Hays County, Texas. Venue for any matters in federal court <br />will be in the United States District Court for the Western District of Texas. <br />Page 15 of 22