2012-028 ORD RELATING TO CITY'S PAYMENT OBLIGATIONS TO SULPHUR RIVER REGIONAL MOBILITY AUTHORITY

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Finance SIB #52012-005-01 SuRRMA — (Paris District) expenses, penalties, claims, and liabitities due to the activfies of a party, or any agent, employee, official, or contractor of a parly, which obligations shall survive such termination. Article 10. Notices All notices to either party by the other party �equired unde� this Agreement will be delivered personally or sent by U.S. Mail, postage prepaid, addressed to such party at the foliowing respective addresses: State: Texas Department of Transportation Attn: Chief Finanaal Offioer SIB Administration 125 East 11"' Street Austin, TX 78701-2483 Sulphur River Regional Mobility Authority (SuRRMA) 1125 Bonham Street Paris, Texas 75460 Chairman. Board of Directors All notices shall be deerfled so delivered or deposited in the mail, unless otherwise provided herein. A party may change the above address by sending written notice of the change to the other party in the manner stated in this Article. Article 11. Legal Construction In case one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Article 12. Written Amendments Any changes in the character, agreement, terms, or responsibilities of the parties to this Agreement must be enacted through a written amendment. No amendment to this Agreement shall be of any effect unless in uvriting and executed by both parties. Notwithstanding the foregoing, revisions to Exhibit D that occur as contemplated in this Agreement must be in writing, but are not required to be executed by either party. Article 13. Successors and Assigns Except as provided in the next following sentence, this Agreement shall bind, and shall be for the sole and exclusive benefit of, the respective parties. Each party is prohibited from assigning any of the rights or obligations conferred by this Agreement to any third party without the advance written approval of the other party. Any attempted assignment or other transfer of the rights or obligations of this Agreement without the consent of the other party shall be void and may be grounds for termination of this Agreement. Article 14. Relationship of the Parties Nothing in this Agreement shall be deemed or construed by the parties, or any third party, as creating the relationship of principal and agent between ttte State and the Authority. Article 15. Interpretation No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other govemmental or judicial authority by Page 10 of 12