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

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days after it is so deposited. Any such notice given in any other manner shall be effective only if and when received by the Party to be notified. Notice to Paris: City Manager City of Paris P.O. Box 9037 Paris, Texas 75461-9037 Notice to Daisy Farms: David Sokolsky, Manager Daisy Farms, LLC 12750 Merit Drive Dallas, Texas 75251 With a Copy to: City Attorney P.O. Box 9037 Paris, Texas 75461-9037 The Parties shall have the right from 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 notice 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 performance 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 Texas, Paris Division, for matters arising under federal law. 14.2 No Waiver. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense available at law or in equity to any of the Parties nor to create any legal rights or claim on behalf of any third party. 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 United 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 Agreement 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 the 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 provision of this Agreement is held to be invalid, illegal, or unenforceable in any judicial action, the Parties Page 18 of 23