2006-075-RES-LAMAR CO. WATER SUPPLY DISTRICT

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12.3 AMENDMENTS. This Agreement may not be amended, supplemented or otherwise modified unless done so in a writing and signed by the Parties, and no provision hereof shall be deemed waived unless such waiver is in writing and signed by the waiving Party. 12.4 NO ASSIGNMENT. This Agreement shall be binding and inure to the benefit of the respective Parties, including their successors, but the Agreement shall not be otherwise assignable in whole or in part by either Paris or LCWSD without first obtaining the written consent of the other Party. 12.5 CAPTIONS. The captions of the various articles and Articles herein are intended for convenience or reference only and shall not define or limit any of the terms or provisions hereof. 12.6 SEVERABILITY. Except for Article III and Article 4.1 of this Agreement, the provisions of this Agreement are severable and if, for any reason, anyone or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. In the event any provision of this Agreement, other than Article III or Article 4.1, is declared invalid, illegal, or unenforceable, the Parties shall, upon the request of a Party, promptly renegotiate in good faith a new provision to eliminate the invalidity and to restore this Agreement as nearly as possible to its original intent and effect. In the event agreement cannot be reached in such renegotiation, this Agreement shall continue in force and effect as if it had been executed without the invalid provision. In the event Article III or Article 4.1 is held to be invalid, illegal, or unenforceable in any respect, Paris may terminate this Agreement without liability to LCWSD by providing LCWSD with ninety (90) days written notice. 12.7 THIRD PARTY BENEFICIARIES. The Parties acknowledge that there are no third party beneficiaries to this Agreement. 12.8 RECORDS. The Parties will maintain records on site for a period of five years, or longer if required by Regulatory Requirements. 12.9 CHOICE OF LAW. This Agreement, and the rights and obligations of the Parties under or pursuant to this Agreement, shall be governed by the laws of the State of Texas. Venue for legal actions arising hereunder shall lie exclusively in Lamar County, Texas for matters arising under state law and exclusively in the Eastern District of Texas, Paris Division, for matters arising under federal law. 12.10 SOLE AGREEMENT. This Agreement constitutes the sole and only agreement of Paris and LCWSD regarding the purchase of Treated Water and supersedes any prior understanding or oral or written agreements between Paris and LCWSD respecting the subject matter of this Agreement. 24 Paris/LCWSO Wholesale Treated Water Contract