Res 2011-034 - Laserfiche WebLink

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ARTICLE 9 NOTICE Except as may be otherwise specifically provided in this Agreement, all notices, demands request or communications related to non - compliance issues required or permitted hereunder shall be in writing and shall either be (i) personally delivered against a written receipt, or (ii) sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the parties at the addresses set forth below, or at such other addresses as may have been theretofore specified by written notice delivered in accordance herewith: If to the Citv: City of San Marcos Attn: City Manager 630 E. Hopkins San Marcos, Texas 78666 If to the HCWC: The HCWC of San Marcos Attn: Executive Director P.O. Box 234 San Marcos, Texas 78667 ARTICLE 10 MISCELLANEOUS 10.1 Entire Agreement. This Agreement represents the entire and integrated agreement between the City and the HCWC and supersedes all prior negotiations, representations or arguments either written or oral. 10.2 Lawful Authoritv. The execution and performance of this Agreement by the City and the HCWC have been duly authorized by all necessary laws, resolutions or corporate action, and this Agreement constitutes the valid and enforceable obligations of City and HCWC in accordance with its terms. 10.3 Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and duly executed by the parties hereto. 10.4 Offsets. The City may, as an offset, deduct from payments due to the HCWC under this Agreement any amounts owed by the HCWC to the City arising from contractual obligations, obligations imposed by laws, ordinances or regulations or by order of any court, whether such if only amounts owed to the City relate to the Project. 10.5 Indemnification. It is understood and agreed between the Parties that the City and the HCWC, 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 n