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Agreement shall be the sole and exclusive remedy of the City and the Owner, as the case may be, <br />for any claim by either Party of any breach of this Agreement by the other Party. The City shall <br />be entitled to pay Consultants for all Professional Services incurred through the date of <br />termination; however, any excess funds remaining after such payments have been made shall be <br />promptly refunded to the Owner. Termination of this Agreement is a separate grounds for <br />dissolving the TIRZ. Notwithstanding any other provision of this Agreement to the contrary, the <br />obligation to repay such excess funds to the Owner in the event of a termination shall survive any <br />termination ofthis Agreement, and the Owner does not release or discharge its right to such excess <br />funds. <br />5. Entire Agreement. This Agreement contains the entire agreement between the <br />Parties with respect to the transactions contemplated herein. <br />6. Amendment. This Agreement may only be amended, altered or revoked by <br />written instrument approved by the City Council. <br />7. Successors and Assigns. Neither City nor Owner may assign or transfer their <br />interest in the Agreement without prior written consent of the other Party. <br />8. Notice. Any notice and/or statement required and permitted to be delivered shall <br />be deemed delivered by depositing same in the United States Mail, Certified, with Return Receipt <br />Requested, postage prepaid, addressed to the appropriate party at the following addresses, or at <br />such other addresses provided by the parties in writing: <br />Com: <br />City of Paris <br />Rose Beverly, City Manager <br />135 1st St SE <br />Paris, Texas 75460 <br />Email Address: rvine@paristexas.gov <br />Phone Number: (903) 784-9216 <br />Owner: <br />Lone Star Planned Developments, LLC <br />Nathan Spaulding, Managing Member <br />609 S Coliad St 4656, <br />Rockwgall, Texas 75087 <br />Email Address: nspaulding@lonestarpds.com <br />Phone Number: (972) 804-4789 <br />9. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement <br />shall, in the event of any dispute over its meaning or application, be interpreted fairly and <br />reasonably and neither more strongly for or against either party. <br />4871-0204-2326.vi <br />