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D. Binding Effect. This Agreement shall bind and inure to the benefit of City and Developer <br />and to any successor developer of the property. Upon completion of the Public <br />Improvements; conditioned upon acceptance thereof by City, and provisions of the <br />maintenance bonds by Developer, the parties shall execute a Release of all the terms <br />hereof, except the Indemnity provision. <br />E. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between City and Developer and supersedes all prior negotiations, representations <br />and/or agreements, either written or oral. This Agreement may be amended only by <br />written instrument signed by both City and Developer. <br />F. Applicable law. The validity of this Agreement and of any of its terms or provisions, as <br />well as the rights and duties of the parties hereto, shall be governed by the laws of the <br />State of Texas. This Agreement shall be performable and all compensation payable in <br />Lamar County, Texas. Venue and exclusive jurisdiction under this Agreement lies in <br />Lamar County, Texas. <br />G. Severability. If any clause, paragraph, section or portion of this Agreement shall be <br />found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the <br />Agreement shall remain in full force and effect and the parties shall be deemed to have <br />contracted as if said clause, section, paragraph or portion had not been in the <br />Agreement initially. <br />Consideration. This Agreement is executed by the parties hereto without coercion or <br />duress and for substantial consideration, the sufficiency of which is hereby <br />acknowledged. <br />J. Sovereign Immunity. The parties agree that City has not waived its sovereign immunity <br />by entering into and performing its obligations under this Agreement. <br />K. Representation. Each signatory representing this Agreement has been read by the party <br />for which this Agreement is executed and that such party has had an opportunity to <br />confer with its counsel. <br />L. Waiver. Waiver by either party or any breach of this Agreement, or the failure of either <br />party to enforce any of the provisions of this Agreement, or the failure of either party to <br />enforce any of the provisions of this Agreement, at any time, shall not in any way affect, <br />limit or waive such party's right thereafter to enforce and compel strict compliance of <br />the Agreement. <br />M. Miscellaneous Drafting Provisions. This Agreement shall be drafted equally by all parties <br />hereto. The language of all parts of this Agreement shall be construed as a whole <br />according to its fair meaning, and any presumption or principle that the language herein <br />is to be construed against any party shall not apply. Headings in this Agreement are for <br />the convenience of the parties and are not intended to be used in construing this <br />document. <br />Page 6 of 11 <br />