2009-070-RES-City of Paris is in need of management services under the aforesaid TCF-TDA Main Street Program

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10 11 11 Notices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery, in writing, or by registered or certified mail, to the following address: Director City Manager Municipal Development Services City of Paris, Texas P. O. Box 1705 P.O. Box 9037 Forney, TX 75126 Paris, Texas 75460 Any change of address for the purposes of Notice shall not be effective until ten (10) days following receipt of the change of address. Other Provisions: The parties hereto further agree as follows: (a) Texas Law to Applv• Successors• Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and the remainder of this Agreement shall be construed as if such provision had never been contained herein. (b) Non-Assignment. The parties hereto further agree that during the term of this agreement, the services to be provided hereunder shall remain the sole responsibility of MDS, and that MDS shall not during the term of this agreement assign, subcontract, or in any other way authorize or retain other parties to provide such services without the express written consent of City Manager of the City of Paris, Texas. (c) No Waiver. No waiver of either party's rights under this Agreement shall be deemed to have been made unless expressed in writing and signed by an authorized representative of that Party. (d) Sole Parties to Agreement. This Agreement shall not create any rights or benefits to anyone except the CITY and MDS, and contains the entire agreement between the parties. Oral modifications to this agreement shall have no force or effect. (e) Venue. The parties agree that the laws of the State of Texas shall govern this Agreement, and that all aspects of this Agreement are performable in Lamar County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this Agreement shall lie in Lamar County, Texas. Any Amendment or Supplement to this Agreement shall be in writing, and be signed by the appropriate authorized parties for both CITY and MDS. IN WITNESS WHEREOF, the parties, having read and understood this Agreement, have executed such in duplicate copies, each of which shall have full dignity and force as an original.