Res 2010-171 - Laserfiche WebLink

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4.3. Notice of Default If the City Manager determines that HELP is in default of this Agreement on a basis other than as provided in paragraph 4. 1, the City Manager will notify HELP in writing of such default, and if the default is not cured within 30 days from the date of the notice, then the City Manager may terminate this Agreement. 4.4 Annexation Restrictions Cease Upon Termination If the City terminates this Agreement, the annexation restrictions imposed on the City under paragraph 3.5 shall also terminate and be of no further force and effect. ARTICLE V MISCELLANEOUS PROVISIONS 5.1. Actions Performable The City and HELP agree that all actions to be performed under this Agreement are performable in Hays County, Texas. 5.2. No Joint Venture It is understood and agreed between the parties that the City and HELP, in executing this Agreement, and in performing their respective obligations, are acting independently, and not in any form of partnership or joint venture. The City assumes no responsibilities or liabilities to any third parties in connection with this Agreement, and HELP agrees to indemnify, defend and hold harmless the City, its officers, agents or employees against and from any such liabilities, including reasonable attorney's fees and costs of litigation. 5.3. Governing Law and Venue The City and HELP agree that this Agreement has been made under the laws of the State of Texas in effect on this date, and that any interpretation of this Agreement at a future date shall be made under the laws of the State of Texas. Venue for all disputes concerning this Agreement shall be in the state courts of Hays County, Texas or, for any matters in federal court, the United States District Court for the Western District of Texas.