25-AGREEMENT BETWEEN THE CITY OF PARIS AND DAISY FARMS

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The Parties shall have the right fi•om time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least five (5) days written noticc to the other Party. ARTICLE 14 Miscellaneous Provisions 14.1 Governing Law. This Agreement shall be governed by the applicable laws of the State of Texas and due pe►•formance by each Party or any action arising under this Agreement shall lie in Lamar County, Texas. Jurisdiction and 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 '1'exas, Yaris Division, for inatters arising under federal law. 14.2 No Waivcr. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense availab(e at law or in equity to any of the Parties nor to create any legal rights or claim on behalf of any third pai•ty. No Party waives, modifies, or alters to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas or the Unitcd States. 14.3 Entire Agreement. This Agreement and any Exhibits hereto embody the entire agreement and understanding of the Parties and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No amendment, waiver of compliance with any provision or condition hereof or consent pursuant to this Agreement shall be effective unless evidenced by an instrument in writing signed by the Party against whom enforcement of any amendment; waiver or consent is sought. This Agreement may not be amended or modified except in writing executed by both Parties and authorized by their respective governing bodies. 14.4 Joint Preparation. This Agrccmcnt shall be considered for all purposes as having been prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of thc preparation, substitution, submission or other event of the negotiation, drafting or execution hereof: 14.5 Partial Invalidity. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any judicial action, the remaining provisions shall be unaffected. If any pcovision of this Agreement is held to be invalid, illegal, or unenforceable in any judicial action, 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. 14.6 Daty to Review and Revise. The Parlies shall jointly review and revise this Agreement to ensure compliance with the federal and state laws atid rules and regulations as necessary. 14.7 Survival. Any provision that by its terms survives the termination of this Agreement shall bind the Parties' legal representatives, successol•s and assigns as sct fortll hcrein. 14.8 Assignment. This Agreement shall not be assignable by either Party without the prior written consent of the other Party or in contravention of any other provisions contained herein, provided that Daisy Farms may assign its rights and obligations under this Agreement, in whole or in part, to any of its affiliates. Page 18 of 23 215