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verification or adaptation by MDS for the specific purpose intended will be at CITY's sole risk and <br />without liability to MDS. <br />10 <br />11 <br />11 <br />Notices: Any notices to be given hereunder by either party to the other may be effected either by <br />personal delivery, in writing, or by registered or certified mail, to the following address: <br />Directar City Manager <br />Municipal Development Services City of Paris, Texas <br />P.O. Box 1705 P.O. Box 9037 <br />Forney, TX 75126 Paris, Texas 75460 <br />Other Provisions: The parties hereto further agree as follows: <br />(a) Texas Law to Apply; Successors; Construction. This Agreement sha11 be construed under <br />and in accordance with the laws of the State of Texas. It sha11 be binding upon, and inure to <br />the benefit of, the parties hereto and their representatives, successors and assigns. Should any <br />provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be <br />deemed void, and the remainder of this Agreement sha11 be construed as if such provision <br />had never been contained herein. <br />(b) Non-Assignment. The parties hereto further agree that during the term of this agreement, the <br />services to be provided hereunder sha11 remain the sole responsibility of MDS, and that MDS <br />shall not during the term of this agreement assign, subcontract, or in any other way authorize <br />or retain other parties to provide such services without the express written consent of City <br />Manager of the City of Paris, Texas. <br />(c) No Waiver. No waiver of either party's rights under this Agreement shall be deemed to have <br />been made unless expressed in writing and signed by an authorized representative of that <br />Party. <br />(d) Sole Parties to Agreement. This Agreement shall not create any rights or benefits to anyone <br />except the CITY and MDS, and contains the entire agreement between the parties. Ora1 <br />modifications to this agreement shall have no force or effect. <br />(e) Venue. The parties agree that the laws of the State of Texas shall govern this Agreement, <br />and that all aspects of this Ageement are performable in Lamar County, Texas. Exclusive <br />venue for any claim or lawsuit arising out of or related to this Agreement sha111ie in Lamar <br />County, Texas. <br />Any Amendment or Supplement to this Agreement sha11 be in writing, and be signed by the <br />appropriate authorized parties for both CITY and MDS. <br />3 <br />000060 <br />