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Legal <br />13.1 No officer, official or agent of the City has the power to amend, modify or <br />alter this Agreement or waive any of its conditions or to bind the City by making any <br />promise or representation not contained herein. <br />13.2 This Agreement, except by operation of law, shall not be assigned or transferred <br />by Owner, without the prior written consent of City, which consent shall be at the sole <br />discretion of the City. <br />13.3 Any written notice required or permitted under the terms of this Agreement <br />shall be given and be deemed to have been duly served if either (1) delivered in person, or <br />(2) deposited certified mail, return receipt requested, postage prepaid in the United States <br />mail, addressed to the designated representative of the respective parties which are <br />designated as follows: <br />Owner <br />KIMBERLY-CLARK CORPORATION <br />Attn: Philip Senn, Plant Manager <br />2466 F. M. 137 <br />Paris, TX 75460 <br />With a Copy To: <br />Mr. Kirk Glasby <br />DuCharme, McMillen & Associates, Inc. <br />12710 Research Blvd, Suite 305 <br />Austin, Texas 78759 <br />City <br />City Manager <br />City of Paris <br />P. 0. Box 9037 <br />Paris, Texas 75461-9037 <br />City Clerk <br />City of Paris, Texas <br />P. O. Box 9037 <br />Paris, Texas 75461-9037 <br />13.4 If any term or provision of this Agreement shall be declared unconstitutional <br />or void by any court of competent jurisdiction, the constitutionality and validity of the <br />remainder of said Agreement shall not be affected thereby, and to this end the terms and <br />provisions of said Agreement are declared to be severable. <br />13.5 This Agreement sets forth the entire understanding between the parties, and <br />any other understandings or Agreements shall be canceled and superseded by this <br />Agreement upon the date of execution hereof. None of the terms of this Agreement shall be <br />waived, discharged, altered or modified in any respect, except by an Agreement in writing <br />signed by both parties and specifically referring to this Agreement. The captions in this <br />Agreement are included for convenience only and shall not be taken into consideration in <br />any construction or interpretation of this Agreement or any of its provisions. This <br />Agreement is performable in Lamar County, Texas, and shall be governed by, construed <br />and enforced in accordance with the laws of the State of Texas. The provisions of this <br />Agreement shall apply to, bind and inure to the benefit of the City, Owner, and their <br />respective successors, and permitted assigns, if any. <br />13.6 Venue for any actions arising under this Agreement shall lie exclusively in the <br />courts of Lamar County, Texas, for any state court action, and in the U.S. District Court for <br />7( <br />