2023-025 - Development Agreement with Lionshead Paris LLC

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DocuSign Envelope ID: OEE9F589-5BO5-4961-9ACA-5229871D54CE 9.4 SeverabiliLty. 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 this Agreement are declared to be severable. 9.6 Entire Agreement and Governing Law. 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forth the entire understanding between the parties, and any other understandings or agreements shall be canceled and superseded by this Agreement upon the date of execution hereof.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, Developer, and their respective successors, and permitted assigns, if any. 9.6 Venue. 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. 9.7 Draftin ° . Developer and the City have both contributed to the drafting of this Agreement, and no ambiguity, if any, contained in this Agreement shall be construed against either party. 9.8 Compliance with Laws, Developer agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Developer of any violation of such laws, ordinances, rules, or regulations, Developer shall immediately desist from and correct the violation. 9.9 Non -Discrimination Covenant. Developer, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Developer's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of .individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Developer, its personal representatives, assigns, subcontractors or successors in interest, Developer agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 9.10 Govemmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 9.11 Non -Waiver. The failure of the City or Developer to insist upon the performance of any term or provision of this Agreement or to exercise any right granted