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Agreement and the performance by the Party of its obligations under this Agreement are not in conflict with its organizational documents or any other agreement to which it is a party or by which it is bound; and (d) the person executing this Agreement has the full authority and capacity to bind the Party. 9.4 Negotiated Agreement. Each Party acknowledges and agrees that the terms and language of this Agreement were the result of negotiations among the Parties, and that each Party had the opportunity to. seek advice from counsel of its choosing. As a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular Party. 9.5 Amendments. This Agreement may only be amended with the mutual written consent of both Parties. 9.6 Entire Agreement. This Agreement and the Exhibits and Addenda attached hereto constitute the entire.understanding between the Parties. Any prior agreements, negotiations, commitments, and understandings, whether oral or written, with respect to the subject matter of thisAgreement, not expressly set forth herein, are not valid or binding on either Party. 9.7 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement. 9.8 Assignment. This Agreement may be assigned, transferred, or conveyed by operation of law only with the prior written consent of the other Party, but such consent shall not be unreasonably withheld. 9.9 Waiver of Rights. The failure of either Party to enforce any term or provision of this Agreement will not be construed as a waiver of such provision or of the right of such Party to enforce the same or any other provision. 9.10 Governing Law. This Agreement shall be governed by ERISA and all applicable regulations thereunder. To the extent not preempted by ERISA or any other federal law, this Agreement shall be construed in accordance with the laws of the State of Texas without regard to any state choice of law statutes. 9.11 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such .term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth. 9.12 Notices. Any notice, request, demand, or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed; (c) if sent by reputable overnight courier and receipted for by the Party to whom said notice or other communication shall have been directed. The addresses for such notices or communications shall be as set forth below: To EDH: Employer Direct Healthcare, LLC Attn: General Counsel 2100 Ross Avenue, Suite 550. Dallas, Texas 75201 . To Sponsor City of Sebring Attn: City Administrator 368 South Commerce Avenue Sebring, Florida 33870 9.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. This Agreement maybe executed and delivered by electronic transmission. -12- 63