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<br />XIII. <br />Legal <br /> <br />13.1. No officer, official, or agent of the CITY has the power to amend, modify, or alter <br />this AGREEMENT or waive any of its conditions or to bind the CITY by making any promise <br />or representation not contained herein, without prior written direction of the City Council. <br /> <br />13.2 This AGREEMENT, except by operation of law, shall not be assigned or <br />transferred by OWNER, without the prior written consent of CITY, which consent shall be at the <br />sole discretion of the CITY; provided that OWNER may assign its rights and obligations under <br />this AGREEMENT to any affiliate of OWNER without any such prior written consent. In the <br />event of an assignment to an affiliate, OWNER agrees to provide CITY with written notification <br />within thirty (30) days of the same. <br /> <br />13.3. Any written notice required or permitted under the terms of this AGREEMENT <br />shall be given and be deemed to have been duly served if either (1) delivered in person, or (2) <br />deposited certified mail, return receipt requested, postage prepaid in the United States mail, <br />addressed to the designated representative of the respective parties which are designated as <br />follows: <br /> <br />OWNER <br />L. Stephen Rizzieri, Senior V.P. & General Counsel <br />Panda Paris Power, LLC <br />4100 Spring Valley Road, Suite 1001 <br />Dallas, TX 75244 <br /> <br />CITY <br />City Manager <br />City of Paris <br />P. O. Box 9037 <br />Paris, Texas 75461-9037 <br /> <br />With a copy to: <br />Taylor Cheek, Project Manager <br />Panda Paris Power, LLC <br />4100 Spring Valley Road, Suite 1001 <br />Dallas, TX 75244 <br /> <br />With a copy to: <br />City Clerk <br />City of Paris <br />P. O. Box 9037 <br />Paris, Texas 75461-9037 <br /> <br />13.4. If any term or provision of this AGREEMENT shall be declared unconstitutional <br />or void by any court of competent jurisdiction, the constitutionality and validity of the remainder <br />of said AGREEMENT shall not be affected thereby, and to this end the terms and provisions of <br />said AGREEMENT are declared to be severable. <br /> <br />13.5. This AGREEMENT sets forth the entire understanding between the parties, and <br />any other understandings or agreements shall be canceled and superseded by this AGREEMENT <br />upon the date of execution hereof. None of the terms of this AGREEMENT shall be waived, <br />discharged, altered or modified in any respect, except by an agreement in writing signed by both <br />parties and specifically referring to this AGREEMENT. The captions in this AGREEMENT are <br />included for convenience only and shall not be taken into consideration in any construction or <br /> <br />TAX ABATEMENT AGREEMENT. Page 7 <br /> <br />EYH~BfT A - <br />