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11.3 As'siggInetit. This Agreement provides for unique professional services. Consultant, therefore, shall not sell, assign, transfer or convey this Agreement, in whole or in part, without the prior written consent of City's Director. 11.4 Successors and Assigk1s. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 11.5 GNovq!PIng„ ,L,4w. The laws of the State of Texas shall govern this Agreement; and venue for .— any action concerning this Agreement shall be in the State City Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 11.6 Aitien,AM,e,n–ts. This Agreement may be amended by the mutual written agreement of the Parties. 11.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid illegal, or unenforceable provision had never been contained in it. 11.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Patties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of the agreement shall survive tertnination. 11.9 Clift .IoPub.li1c.....S.e,,i.vlan.t. City may tenninate this Agreement immediately if consultant has offered or agreed to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting. 11.10 Audits and Records. City may review any and all of the services performed by Consultant under this Agreement. City is granted the right to audit, at City's election, all of Consultant's records and billings relating to the performance of this Agreement. Consultant agrees to retain such records fora minimurn of three (3) years following completion of this Agreement. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Agreement shall be subject to City's rights as may be disclosed by an audit under this section. 11.12 Counterpartm s. This Agreement ay be executed by the Parties in separate counterparts, each . ......... . . - of which when so executed and delivered shall be an original, but all such counterparts shall together constitute on and the same instrument. 11.13 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. Special Assessment Collector Services Agreement 16