Res 2018-213/Amended Interlocal Agreement between the City of San Marcos and San Marcos Consolidated Independent School District for Shared Data Connectivity

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5.2 Place of Performance. Performance and exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. 5.3 Entire Agreement. This Agreement, including any appendices and attachments, recitals and exhibits represents the entire and integrated Agreement between the Parties and supersedes all prior proposals, negotiations, representations, agreements, arrangements or understandings either written or oral between the Parties. No verbal agreement or conversation with any officer,agent,or employee of any party before or after the execution of this Agreement will affect or modify any of the terms or obligations hereunder. The terms and conditions of this Agreement may only be amended or modified by written amendment executed by all of the parties. 5.4 Waiver. Failure of any Party, at any time, to enforce a provision of this Agreement, will in no way constitute a waiver of that provision, nor in anyway affect the validity of this Agreement, any part hereof, or the right of any Party thereafter to enforce each and every provision hereof. No term of this Agreement will be deemed waived or breach excused unless the waiver is in writing and is signed by the Party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 5.5 Legal Construction. In the event any one or more of the provisions contained in this Agreement are for any reason deemed invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, in any respect, this Agreement will be construed as not containing the provision and all other provisions of this Agreement which are otherwise lawful will remain in full force and effect, and to this end the provisions of this Agreement are declared severable. The Parties will use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the Parties as necessary. 5.6 Compliance with Applicable Laws. Each Party agrees to comply with all applicable local, state and federal laws, ordinances rules and regulations. 5.7 Interlocal Cooperation. The Parties agree to cooperate with each other in good faith at all times during the term of this Agreement in order to achieve the purposes and intent of this Agreement. Each Party to this Agreement acknowledges and represents that this Agreement has been executed by its duly authorized representative. 5.8 Notice. Unless otherwise specified, any notice required or permitted to be delivered hereunder will be deemed received three days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered to the following addresses: City of San Marcos: City Manager City of San Marcos 630 E. Hopkins 5