Res 2012-029 - Laserfiche WebLink

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PART 5. MISCELLANEOUS Section 5.01. Notices. All notices required by this Agreement will be delivered to the following by certified mail or confirmed facsimile transmission if either party provides to the other a number for facsimile transmission: City City of San Marcos Attn: City Manager 630 East Hopkins San Marcos, Texas 78666 Owner: HEB Grocery Company, L.P. Attn: Real Estate Department 646 South Main Avenue San Antonio, Texas 78204 Each party will notify the other party in writing of any change in information required for notice under this paragraph. Section 5.02. Assignment. Before satisfaction of the Project Conditions, HEB may not assign this Agreement or any of its rights, or delegate or subcontract any of its duties under this Agreement, in whole or in part, to another party other than an Affiliate, without the prior written consent of the City, which shall not be unreasonably withheld. For purposes of this subsection, "Affiliate" shall mean (1) any entity 50% or more owned or controlled by HEB, or any of its principal shareholders or any trust created for their benefit, (2) any entity taking over HEB's interest in this Agreement as a result of merger or consolidation, (3) any entity acquiring all or substantially all of the assets of HEB, or (4) any entity which has acquired a majority of the outstanding stock of HEB. Notwithstanding any other provision contained herein, upon HEB's satisfaction of the Project Conditions, (1) the rights and benefits of the Code Waiver shall run with the land and accrue to the benefit of HEB's successors and assigns, tenants, lenders and any other party holding an interest in the Property, and (2) the conveyance, lease or financing of all or a portion of the Property shall not be deemed to be an assignment of this Agreement. Section 5.03. Applicable Law and Venue. This Agreement will be construed under the laws of the State of Texas. This Agreement is performable in Hays County, Texas. Mandatory venue for any action under this Agreement will be in the state court of appropriate jurisdiction for the action in Hays County, Texas. Mandatory venue for any matters in federal court will be in the United States District Court for the Western District of Texas. Section 5.04. No Liability. HEB agrees that City assumes no liability or responsibility by approving plans, issuing permits or approvals or making inspections related to the Project, except for the Code Waiver. Section 5.05. Force Majeure. A Force Majeure event means an event beyond the reasonable control of a party obligated to perform an act or take some action under this Agreement including, but not limited to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts of the public enemy, act of civil or military authority, sabotage, terrorism, floods, lightning, hurricanes, tornadoes, severe snow storms or utility disruption, strikes, 4 062007.00801 155728 v8