2011-072 RES AGREEMENT BETWEEN CITY OF PARIS AND DAISY FARMS

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11.5 Immunities under State Law. Nothing in this Agreement shall be construed as waiving sovereign immunity or any other immunity that Paris or Daisy Farms may be entitled to under state or federal law. 11.6 Insurance. Daisy Farms shall provide, keep and maintain throughout the term of this Agreement, and any extensions thereof, a policy or policies of insurance, providing at least $500,000.00 per occurrence and $1,000,000.00 aggregate for bodily injury or death indemnifying Daisy Farms and Paris, and Paris' elected officials, officers and employees (as additional insured) for any and all damages, personal injuries, or property damages sustained in Daisy Farms' performance of the services required under this Agreement. Daisy Farms shall pay all premiums when due and Daisy Farms shall provide Paris with a copy of the insurance policy and/or a certificate of insurance each year throughout the term of this Agreement. Said insurance policy shall require that Paris receive thirty (30) days prior notice of cancellation of any and all insurance policies. Daisy Farms shall also maintain worker's compensation insurance in conformance with and as required by State law. 11.7 Waiver or Subrogation. It is the intention and agreement of both Parties that any insurance carriers involved shall not be entitled to subrogation under any circumstances against any Party to this Agreement. Neither Party shall have any interest or claim in the other's insurance policy or policies, or in the proceeds thereof, unless specifically covered therein as an additional insured. ARTICLE 12 Dispute Resolution 12.1 Non-binding mediation. Each Party agrees that, prior to filing a lawsuit or an administrative complaint with a regulatory agency on an issue related to the terms of this Agreement or otherwise related to water supply in lieu of this Agreement, the Party shall submit the dispute to non-binding mediation. The Parties will attempt to agree on a professional attorney/mediator based in and/or willing to conduct the mediation in Paris, Texas, but if this is not possible, the Parties will engage an attorney/mediator from another city located within one hundred thirty (130) miles from Paris, Texas. Each Party agrees to mediate in good faith to attempt to resolve any dispute hereunder, to pay their proportionate share of the mediation costs, and to bring an authorized representative of the Party to the mediation having settlement authority; provided, however, that any settlement reached at mediation is subject to formal approval by the Paris City Council. This provision survives termination of this Agreement. ARTICLE 13 Notice 13.1 Manner of Giving Notice. Unless otherwise provided in this Agreement, any notice, communication, request, reply, advice, approval or consent herein provided or permitted to be given, made, or accepted by either Party to the other, must be in writing and may be given or be served by depositing the same in the United States Mail postpaid and registered or certified and addressed to the Party to be notified with return receipt requested, or by hand delivering the same to the Parties' representatives as identified in this Section 13.1, or by prepaid telegram, when appropriate, addressed to the Party to be notified. Any such matter deposited in the mail in the manner hereinabove described shall become exclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the earlier of actual receipt of notice or the expiration of four (4) Page 17 of 23