Res 2006-045 - Laserfiche WebLink

Home Browse Search

D. The party experiencing an Uncontrollable Circumstance will notify the other party within five days of the occurrence of the Uncontrollable Circumstance and give a specific description of the I Uncontrollable Circumstance, including the impact on the party's obligations under the Contract. Section 4.05. Independent Contractors. Nothing in this Contract will be construed as creating any form of partnership or joint venture relationship between the parties, The parties are independent contractors with respect to each other. Section 4.06. Assignment. This Contract will inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties. Except as provided elsewhere herein, neither party may assign any of its rights or duties under this Contract without the written consent of the other party. TXI may, with prior written notice to the City, 1) assign or otherwise transfer its rights and obligations under this Contract to an entity acquiring the TXI Facility that will continue the operation ofthe TXI Facility in the manner contemplated in this Contract, or 2) assign or otherwise transfer this Contract as collateral to secure loans providing financing or refinancing of the TXI Facility, Section 4.08. Taxes. TXI is responsible for the payment of all taxes that may be levied or assessed on its operations and activities under this Contract, except that no municipal taxes or fees which would otherwise be due to the City of San Marcos shall be payable over and above the consideration stated in this Contract. Section 4.09. Amendments. This Contract may be amended only through a written amendment I executed by the parties. The term "will" in this Contract is mandatory. Section 4.10. Governing Law and Venue. This Contract is governed by the laws of the State of Texas. Section 4.11. Severability. If any material portion of this Contract is found by a court to be invalid or unenforceable for any reason, either Party shall have the option of terminating this Contract on a going forward basis.. Section 4.12. Order of Precedence. In the event of any conflict between the terms ofthis Contract and the terms of any attachment, exhibit or other document attached to or referred to in this Contract, the terms of this Contract will take precedence. To the extent that this Contract conflicts with City ordinances regarding flow, pressure, and availability of reclaim water, the terms of this Contract prevail. Section 4.13. Nondiscrimination. In furnishing services and conducting activities under this Contract, and in employment practices for employees and subcontractors associated with the construction of the Delivery Facilities, TXI will not unlawfully discriminate on the basis of race, color, religion, sex, age, natural origin or disability, Section 4.14. Notice. All notices given under this Contract will be delivered personally, by certified I mail, return receipt requested, or by confirmed fax transmission, by overnight mail or by courier, to the following address for the respective party: fJ!J 3/J r/o 7 8