2000-008-RES APPROVING AND AUTHORIZING A TAX ABATEMENT AGREEMENT WITH EARTHGRAINS

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St. Louis, MO 63105 Paris, Texas 75461-9037 With a copy to: Mike Swanson, Plant Manager The Earthgrains Company P. O. Box 9019 Paris, TX 75461-9019 With a copy to: City Clerk City of Paris P. O. Box 9037 Paris, Texas 75461-9037 13.4 If any term or provision of this AGREEMENT shall be declared unconstitutional or void by any court of competent jurisdiction, the constitutionality and validity of the remainder of said AGREEMENT shall not be affected thereby, and to this end the terms and provisions of said AGREEMENT are declared to be severable. 13.5 This AGREEMENT sets forth the entire understanding between the parties, and any other understandings or agreements shall be canceled and superseded by this AGREEMENT upon the date of execution hereof. None of the terms of this AGREEMENT shall be waived, discharged, altered or modified in any respect, except by an Agreement in writing signed by both parties and specifically referring to this AGREEMENT. The captions in this AGREEMENT are included for convenience only and shall not be taken into consideration in any construction or interpretation of this AGREEMENT or any of its provisions. This AGREEMENT is performable in Lamar County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. The provisions of this AGREEMENT shall apply to, bind and inure to the benefit of the CITY, OWNER, and their respective successors, and permitted assigns, if any. 13.6 Venue for any actions arising under this AGREEMENT shall lie exclusively in the courts of Lamar County, Texas, for any state court action, and in the U.S. District Court for the Eastern District of Texas for any Federal Court action. Witness our hands this 14th day of February, 2000. CITY OF PARIS, PARIS, TEXAS By: ~;V Mf Charles H. Neeley, M10r ATTEST: ~ TAX ABATEMENT AGREEMENT - Page 8